License Agreement for YouTrack(Stand-Alone, Commercial License)
Version 12, Effective as of November 17, 2016
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING,COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS
DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BEBOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOTDOWNLOAD, INSTALL AND USE THE SOFTWARE.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement
individually negotiated and agreed between JetBrains and customer, the terms of the latter shallprevail.
1. PARTIES(a) "Licensor" means JetBrains s.r.o. having its principal place of business at Na hrebenech II
1718/10, Prague, 14000, Czech Republic, registered with Commercial Register kept by the Municipal
Court of Prague, Section C, file 86211, ID.Nr.: 265 02 275.
(b) "Licensee" means either an individual or a legal entity specified in the License Certificate,
exercising rights under, and complying with all of the terms of, this Agreement. For legal entities,"Licensee" includes any entity which controls, is controlled by, or is under common control withLicensee. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause
the direction or management of such entity, whether by contract or otherwise, or (b) ownership offifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2. DEFINITIONS(a) "Account" means an electronic record on Server created by Licensee for the purpose of use of
Software by a specific user.
(b) "Classroom License" means a license to use Software free of charge for non-commercial purposes
as set forth in section 5 (a) of this Agreement.
(c) "License Certificate" means evidence of a license provided by Licensor to Licensee in electronic or
printed form.
(d) "License Key" means a unique key-code that enables Licensee to run Software subject to theobtained User Pack.
(e) "OS-Project License" means a license to use Software free of charge for non-commercial
purposes as set forth in section 5 (b) of this Agreement.
(f) "Server" means a server part of Software that enables administration of Accounts and performs
other services as specified in Software documentation.
(g) "Software" means software program YouTrack in binary form, including its documentation,
upgrades provided pursuant to Section 9 of this Agreement, and any third party software programs
that are owned and licensed pursuant to Section 6 of this Agreement by parties other than Licensor
and that are either integrated with or made part of YouTrack (collectively, "Third Party Software").

(h) "User Pack" means a maximum number of users permitted to use Software.
3. OWNERSHIP(a) Software is the property of Licensor or its suppliers. Software is licensed, not sold. Title andcopyrights to Software, in whole and in part and all copies thereof, and all modifications,enhancements, derivatives and other alterations of Software regardless of who made any
modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its
suppliers.
(b) Software is protected by United States Copyright Law and International Treaty provisions.
Further, the structure, organization, and code embodied in Software are the valuable andconfidential trade secrets of Licensor and its suppliers and are protected by intellectual property
laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of theUnited States including, but not limited to, export control laws.
4. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, including any
amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable
license to use Software as follows:(a) Licensee may:(i) use up to ten (10) Accounts free of charge on a single instance of Server run by Licensee;(ii) use more than ten (10) Accounts on a single instance of Server if Licensee has obtained acorresponding User Pack;(iii) run one instance of Server with a single License Key; and(iv) make one back-up copy of Software for archival purposes.
(b) Licensee may not:(i) sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, or otherwise transfer
Software, or any portions of Software, to another individual or entity;(ii) reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover thesource code of Software, or create derivative works from Software;(iii) run multiple instances of Server with the same License Key; or(iv) use more Accounts on a single instance of Server than is set forth in the obtained User Pack.
5. ADDITIONAL LICENSE EXCEPTIONS AND RESTRICTIONS.
(a) If Licensee who is an educational institution has been granted Classroom License, Licensee'srights to use Software shall be restricted solely to providing classroom instruction by Licensee to its
students. Any commercial use of Software with Classroom License is expressly prohibited byLicensor.
(b) If Licensee who is an open source development group or its member has been granted OS-Project
License, Licensee's rights to use Software shall be restricted solely to development of noncommercial open source projects that meet the Open Source Definition athttp://www.opensource.org/docs/osd. Any commercial use of Software with OS-Project License isexpressly prohibited by Licensor.
(c) Restrictions on the number of Accounts and Server instances set forth in paragraphs (i)-(iii) ofsection 4 (a) are not applicable to Classroom Licenses and OS-Project Licenses.
(d) Licensee's right to use Software, including all generally available Upgrades, with Classroom
Licenses and OS-Project Licenses, shall be limited to one (1) year. Licensee may renew its Classroom
License or OS-Project License for another 1-year period free of charge by submitting to Licensor awritten request thirty (30) days prior to the license expiration.
6. THIRD PARTY SOFTWARE LICENSE(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software
licenses with respect to the applicable Third-Party Software.
(b) Licensee agrees and acknowledges that Sections 10 and 11 of this Agreement shall also govern
Licensee's use of the Third-Party Software. Licensor will have no responsibility with respect to any
Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software forany remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusivelyby the licensor(s) of the Third Party Software.
(c) LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
7. RESTRICTED USE DURING EVALUATION PERIOD(a) Licensee may obtain from Licensor a free License Key to evaluate Software for a period of sixty(60) days, unless otherwise specified by Licensor ("Evaluation Period").
(b) Licensee's use of Software during Evaluation Period shall be subject to the terms of thisAgreement (except for restrictions on the number of Accounts set forth in paragraph (ii) of section 4(a)), but shall be limited to the internal Software evaluation for the sole purpose of determining
whether Software meets Licensee's requirements and whether Licensee desires to continue using
Software.
(c) Upon expiration of Evaluation Period, Licensee shall do either of the following: (i) continue using
Software free of charge subject to paragraph (i) of section 4 (a); (ii) obtain User Pack; or c) uninstall
Software. Software contains a feature that will automatically deactivate exceeding Accounts upon
expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature ofSoftware, and any attempt to do so will be in violation of this Agreement and will terminate
Licensee's rights to use Software.
8. LICENSE FEES AND PAYMENTS
Licensee agrees to the terms and conditions of Software purchase published on Licensor's website atwww.jetbrains.com. Licensor may charge Licensee interest for any payment that is more than thirty(30) days past due at the rate of one and one-half percent (1.5%) per month or the highest amountallowed by law, whichever is lower.
9. UPGRADES

9.1 If Licensee's use of Software falls under paragraph (i) of section 4(a), Licensor will provide all
generally available Software Upgrades to Licensee free of charge until termination of this Agreement
as set forth in section 13.
9.2 If Licensee has obtained User Pack, Licensor will provide all generally available SoftwareUpgrades to Licensee free of charge during a 1-year period following the User Pack purchase("Upgrade Subscription"). Licensee may renewal Upgrade Subscription for another 1-year period as
set forth on Licensor's web site. Each subsequent Upgrade Subscription term will start on the day
following expiration of the previous Upgrade Subscription term regardless of the actual Upgrade
Subscription renewal date. If Licensee elects not to renew Upgrade Subscription, Licensee would
retain perpetual right to continue using the most recent version of the Software released by Licensor
during applicable Upgrade Subscription term, subject to restrictions set forth in clause 4. This section
9.2 is not applicable to Classroom Licenses and OS-Project Licenses which are subject to section 5(d).
9.3 Upon Upgrade Subscription renewal, Licensee shall destroy any License key provided by Licensor
during the previous Upgrade Subscription term and continue using Software with License key
provided by Licensor for the new Upgrade Subscription term.
9.4. Licensor may terminate Upgrade Subscription if:(a) Licensee has materially breached this Agreement and fails to cure such breach within thirty (30)days of written notice thereof;(b) Licensee fails to make the timely payment of Upgrade Subscription fees;(c) Licensor is required to do so by law (for example, where the provision of the Software to Licensee
is, or becomes, unlawful); or(d) Licensor elects to discontinue to provide Software, in whole or in part.
9.5 Licensor will make reasonable effort to notify Licensee via an email as follows:(a) Thirty (30) days prior to termination of Upgrade Subscription in the events specified in clauses 9.4(c) and 9.4 (d), and in such events Licensee will be entitled to refund of unused portion of prepaid
subscription fees, if applicable;(b) Three (3) days prior to termination of Upgrade Subscription in the event specified in clause 9.4(b).
10. LIMITED WARRANTYSOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO
WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHERWARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ANDNON-INFRINGEMENT, WITH REGARD TO SOFTWARE, AND THE PROVISION OF OR FAILURE TOPROVIDE SUPPORT SERVICES.
11. DISCLAIMER OF DAMAGES(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITSAFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FORANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL,INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO,DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESSINTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTYINCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHERPECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USESOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OREQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BELIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT
OR 5 USD IF LICENSEE RECEIVED SOFTWARE FREE OF CHARGE.
12. EXPORT REGULATIONS
Licensee shall comply with all applicable laws and regulations with regards to: economic sanctions;
export controls; import regulations; and trade embargoes ("Sanctions"), including those of theEuropean Union and United States (specifically the Export Administration Regulations (EAR)).
Licensee acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned orcontrolled by or acting on behalf of any person targeted by Sanctions. Further, Licensee
acknowledges that it will not download or otherwise export or re-export Software or any related
technical data directly or indirectly to any person targeted by Sanctions or download or otherwise
use Software for any end-use prohibited or restricted by Sanctions.
13. TERM AND TERMINATION(a) Except as otherwise provided in License Certificate, the license granted herein shall be perpetual.
(b) If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may
terminate this Agreement and Licensee's right and license to use Software. Licensee may terminate
this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee
must discontinue use of Software, and delete all copies of Software from its computers and archives.
(b) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR
MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES.
14. MARKETING
Licensee agrees to be identified as a customer of Licensor and agrees that Licensor may refer toLicensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's
business in Licensor's marketing materials and on Licensor's web site. Licensee hereby grants
Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks solely inconnection with the rights granted to Licensor pursuant to this marketing section.
15. GENERAL(a) Licensor reserves the right at any time to cease the support of Software and to alter prices,features, specifications, capabilities, functions, licensing terms, release dates, general availability orother characteristics of Software.
(b) This Agreement, including the Third Party Agreements, constitutes the entire agreement
between the parties concerning Licensee's use of Software, and supersedes any and all prior orcontemporaneous oral or written representations, communications, or advertising with respect toSoftware. No purchase order, other ordering document or any hand written or typewritten text
which purports to modify or supplement the printed text of this Agreement or any schedule will add
to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any
one instance, shall not waive such term or condition or any subsequent breach. The provisions of
this Agreement which require or contemplate performance after the expiration or termination ofthis Agreement shall be enforceable notwithstanding said expiration or termination.
(d) This Agreement will be governed by the laws of Czech Republic, without reference to conflict oflaws principles. Licensee agrees that any litigation relating to this Agreement may only be brought
in, and shall be subject to the jurisdiction of, any Court of Czech Republic.
(e) Titles are inserted for convenience only and shall not affect in any way the meaning orinterpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder ofthis Agreement will continue in full force and effect. Either Licensor or Licensee may assign thisAgreement in the case of a merger or sale of substantially all of its respective assets to anotherentity. This Agreement shall be binding upon and shall inure to the benefit of the parties, theirsuccessors and assigns.
For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na hrebenech II 1718/10, Prague, 14000, Czech Republic
Fax: +420 241 722 540
Email: sales@jetbrains.com