Qodana Cloud Terms of Service
Version 1.1, effective as of January 31, 2024
Welcome to JetBrains Qodana Cloud!
These Terms of Service constitute a legally binding document, and it is important that You readthem carefully.
JETBRAINS QODANA REQUIRES A HEIGHTENED AWARENESS OF SECURITY-RELATED ISSUES,INCLUDING ENABLING GUEST USER ACCESS TO YOUR DATA. PLEASE FAMILIARIZE YOURSELF
WITH THE PRODUCT’S CHARACTERISTICS AND CAPABILITIES BY READING THE
DOCUMENTATION (DEFINED BELOW) AND WITH YOUR RESPONSIBILITIES SET OUT IN THESETERMS OF SERVICE. PLEASE NOTE THE DISCLAIMERS AND LIMITATIONS OF LIABILITY BELOWIN SECTIONS 9 AND 10, AS WELL AS THE INDEMNIFICATION PROVISIONS IN SECTION 8.
You understand that by accepting these Qodana Cloud Terms of Service (by clicking the “Iagree” or a similar button or by accessing or using Qodana), You enter into a legal agreement
and agree to certain legal conditions for Yourself or for the legal entity that You represent.
By accepting these Qodana Cloud Terms of Service, You confirm that You understand them,agree to them, and are at least 13 years of age.
1. Introduction
These JetBrains Qodana Cloud Terms of Service (“Terms”) describe how You can access,purchase, and use Qodana.
Accepting these Terms creates a legal agreement between (i) JetBrains s.r.o., a company
registered in the Commercial Register of the Prague Municipal Court, Section C, File 86211, ID
No. 265 02 275 with its registered office at Na Hřebenech II 1718/8, Prague, 14000, Czech
Republic (“JetBrains”, “We”, or “Us”) and (ii) you, either a legal entity or a natural person(“Customer” or “You”). JetBrains and Customer may each also be referred to individually as a“Party” or jointly as the “Parties”.
If You accept these Terms on behalf of a legal entity, You confirm (‘represent and warrant’) that
You are authorized to enter into agreements on behalf of that legal entity. If these Terms are
accepted using an email address provided by a legal entity, We will regard (‘deem’) You as
authorized to represent that legal entity. You must be able to enter into contracts (‘have
capacity’).
Summary: Accepting these Terms creates a legal agreement between You and JetBrains.
There are legal implications to accepting these Terms.
2. Definitionsa) Special legal phrases
There are certain phrases that have an accepted meaning for lawyers. To ensure these Terms areclear and accessible, We have included the accepted ‘legal’ phrase in parentheses after theword to show that We intend it to have the accepted ‘legal’ meaning.
b) Definitions

There are also words or phrases in these Terms that have a particular defined meaning. When
the word or phrase is used for the first time, it is defined and capitalized. These Terms also use
the following definitions:“Affiliate” means, with respect to any party, any entity that directly or indirectly, through one ormore intermediaries, controls, is controlled by, or is under common control of that party.
‘Control’ for such purposes means the possession, direct or indirect, of the power to direct oraffect the direction of the management and policies of a person or entity, whether through theownership of voting securities, by contract, or otherwise. You are responsible for thecompliance of Your Affiliate with these Terms.
“Confirmation” means an email confirming Your rights to use Qodana and containing
important information about Your Subscription Plan, such as (‘including, but not limited to’) the
Subscription Period and the price of Your Subscription.
“Contributor” means any unique individual or bot who makes one or more commits (i.e.
change) in any Project Source Code.
“Data” means any of Your data that is transferred to, stored in, processed by, or otherwise usedin Qodana Cloud, such as source code and other content of Your Project Source Code, as wellas any other materials You and Your Users share with Us.
“Documentation” means the latest versions of all online Qodana technical documentation
available at https://www.jetbrains.com/help/qodana and any other relevant Qodana policy
available on the JetBrains Website that applies to Qodana.
“JetBrains Account” means an account created by You at https://account.jetbrains.com
enabling administration of and/or access to Qodana.
“JetBrains Website” means the hosted version of JetBrains product website and any otherwebsite operated by Us.
“Organization” means a shared workspace for Qodana Users created by You in Qodana Cloud.
You may create one or more Organizations to use Qodana Cloud.
“Subscription” means Your right to use Qodana Cloud in connection with Qodana Linters andfeatures corresponding to Your Subscription Plan.
“Subscription Period” means the Subscription period described in Your Confirmation.
“Subscription Plan” means a subscription plan detailed in Your Confirmation and the specificfeatures associated with it, as described on the JetBrains Website and/or in the Documentation.
If the description of Your Subscription Plan in Your Confirmation is different from the description
on the JetBrains Website or in the Documentation, the description in Your Confirmation takes
precedence.
“Qodana” means the JetBrains product known as JetBrains Qodana. Qodana includes (a) the
JetBrains software program known as Qodana Linters, which is downloadable; (b) the hosted
service known as Qodana Cloud; (c) the Documentation; (d) updates to Qodana; and (e)incorporated Third-Party Software.
“Qodana Cloud” means the hosted service available to You on a subscription basis thatcollects and displays data from different Qodana Linters in a centralized manner. Qodana
Cloud can be used to manage code quality checks in a variety of contexts, ranging from single-

person projects to large development teams, and allows the sharing of Reports and further
information generated by Qodana based on Reviews with Qodana Users selected by You.
“Qodana Linter” means a downloadable software tool that analyzes a given codebase for bugs,
errors, and other mistakes that impact its quality and can cause problems. Qodana Linterscommunicate with Qodana Cloud to obtain Subscription details, retrieve project configurations,
upload Reports, and interchange information about the executed analysis.
“Project Source Code” means a repository of source code in a supported version control
system outside of Qodana (e.g. JetBrains Space, GitHub, or any other online or self-hosted
system). The Project Source Codes that are supported by Qodana are detailed in theDocumentation. You can associate one or more Project Source Codes with the projects that You
create in Qodana.
“Report” means a record of functional and structural issues, performance metrics, adjustment
recommendations, and tips identified by Qodana.
“Review” means the technical analysis of code by Qodana.
“Third-Party Software” means any third-party software program that is owned or licensed bysomeone other than Us and is described on the JetBrains Website.
“User” means any unique individual or bot that is authorized by You to use Your Subscription. A
User can be registered under Your Organization or can be someone who has access to the Dataof Your Organization as an unregistered outsider (guest) if You have enabled guest User accessto such Data.
Summary: Words starting with capital letters have special meanings. These words aredefined in this section or wherever they are used for the first time in these Terms. Please
note the difference between Contributor and User, as the former does not interact with
Qodana and the latter does.
3. Subscriptions, Rights, and Responsibilitiesa) Subscriptionsi) Subscription Plan – In order to use Qodana Cloud, You must have a Subscription (either a freeor paid Subscription Plan) and register at least one Project Source Code in Qodana Cloud.
When You subscribe, You can select either the Yearly Subscription or Monthly Subscription forYour Subscription Plan, determining the length of the Subscription Period. Your Subscription
gives You and any of Your Affiliates authorized by You the ability to use Qodana Cloud based on
the limits described in Your Subscription Plan. Depending on Your Subscription Plan, You will
have access to different features and be subject to certain limits. These features and limits aredescribed on the JetBrains Website. The most important limits include the number and type of
Qodana Linters used in connection with Your Qodana Cloud and the number of Organizations
linked to Your JetBrains Account.
ii) Start and End of the Subscription Period – You choose when Your Subscription starts. The
start date impacts the duration of Your initial Subscription Period. If Your Subscription Period
starts between the first and the fifth day of a calendar month:•Monthly Subscriptions – Your Subscription Period ends on the last day of the same
calendar month in which it started;•Annual Subscriptions – Your Subscription Period ends on the last day of the previous
calendar month in the following year.

If Your Subscription Period starts on the sixth day or later of a calendar month:•Monthly Subscriptions – Your Subscription Period ends on the last day of the following
calendar month;•

Annual Subscriptions – Your Subscription Period ends on the last day of the previous
calendar month in the following year.

For initial Subscription Periods, the Subscription fees (if applicable) will be adjusted on a prorata basis, and You will be billed for the full duration of the Subscription term, which may differ
from the actual calendar month or calendar year as described above.
iii) Automatic Renewals – Unless You expressly opt out, Your Subscription and the Subscription
Period renew automatically. You can opt out of the automatic renewal of Your Subscription inYour JetBrains Account at any time.
iv) Trial Subscriptions – If You selected one of the paid Subscription Plans, You may be eligible
for a 60-day evaluation Subscription (“Trial Subscription”), as described in the Documentationor on the JetBrains Website. The Trial Subscription is free and must be used only to assess
whether Qodana suits Your needs. You are eligible for one Trial Subscription. When the Trial
Subscription ends, You will have the option to continue with a paid Subscription Plan, use thefree Subscription Plan, or stop using Qodana. If You stop using Qodana, We will suspend the
Trial Subscription and maintain Your Data for the period specified in the Documentation, in caseYou decide to purchase a Subscription within that time frame. If You do not let Us know before
the end of the period for which the data is stored that You would like to purchase a
Subscription, the preserved Data will be permanently deleted.
b) Right to use Qodana
You and Your Affiliates authorized by You can use Qodana Cloud in connection with Qodana
Linters as long as You comply with these Terms, the Documentation, and the limits of Your
Subscription. Subject to Your compliance with these Terms and Documentation, JetBrains
grants to You during the Subscription Period a non-exclusive, revocable, conditional, worldwide
right to use Qodana Linters and Reports as laid out in this section.
You may:i) Install and use Qodana Linters to run Reviews and generate Reports within the limits set out inthe purchased Subscription Plan, including on third-party hardware used by You, provided that
You are duly authorized by the third party to do so and the Qodana Linters are used solely forYour internal purposes;ii) Display and use the Reports for Your internal development purposes.
c) Your responsibilities
You are responsible for:i) Installation – Unless You let Us install Qodana Linters on Your behalf, this covers the download
and installation of Qodana Linters;ii) Users – creating and maintaining a JetBrains Account and the permissions You grant to Your
Users (and guest Users) – including registering User accounts – and Your and Your Users’
actions and omissions while using Qodana Cloud. If You enable guest Users, they do not require
Qodana registration, which can result in third parties having access to Your Data. If You becomeaware that any User breaches these Terms, You must notify Us and immediately revoke that
User’s access to Qodana Cloud;iii) Contributors – any commits, edits, and changes made in Your Project Source Code, as wellas the management of Contributors;iv) Project Source Code – maintaining Your Project Source Code, its connection to Qodana
Cloud, and ensuring the interoperability of the Project Source Code with Qodana Cloud inaccordance with the Documentation;v) Confidentiality and security – keeping Your usernames, passwords, and access tokens
confidential and secure, and making sure that Your Users do the same;vi) Acceptable use – using Qodana Cloud in accordance with the Documentation, Your
Subscription, and the JetBrains Cloud-Based Product Acceptable Use Policy, which is available
at https://www.jetbrains.com/legal/docs/terms/teamware-acceptable-use.html (“Acceptable
Use Policy”);vii) Equipment – Since all deliveries under these Terms will be electronic, You must have asuitable internet connection in order to access Your JetBrains Account and Qodana Cloud andto receive any deliveries. It is also Your responsibility to have access to any hardware and any
third-party software needed to run Qodana, such as a browser with compatible data security
protocols;viii) Your Data – all Data that You or Your Users submit, store, or use in Qodana Cloud, including
ensuring that it is legal for You and Your Users to do so. You are also responsible for all legal
consequences, such as claims, damages, losses, liabilities, costs, and expenses, that result
from Your Data. If You become aware that any of Your Data breaches these Terms or anotherperson’s (‘third-party’) rights, You must notify Us and remove this Data from Qodana Cloud;ix) Settings – maintaining the default settings We provided or the settings recommended in theDocumentation; andx) Compliance with laws – ensuring that You and Your Users use Qodana according to allapplicable laws and governmental regulations.
d) Restrictions
You must not, and You must make sure Your Users do not:i) Interfere – reverse-engineer, disassemble, or decompile all or part of Qodana, or try to derive
the source code of Qodana in any way, unless applicable law allows it;ii) Steal – modify all or part of the Qodana binaries, or modify, alter, tamper with, repair, orotherwise create derivative works of Qodana, unless We give You express permission;iii) Cheat – use, or try to use, Qodana in a way that avoids incurring fees as specified in Section
6;iv) Transmit illegal Data – use Qodana to upload, store, or share, or allow others to upload, store,or share (‘transmit’), any material that is criminal, offensive, defamatory, or otherwise unlawful
or a tort, or that breaches the privacy or intellectual property rights of anyone else (‘third-party’).
We have (‘reserve’) the right, but not the responsibility, to reject or remove any Data, suspend or
ban any User, or close any User account that We believe (‘in Our sole discretion’) breaches
these Terms, any other legal agreement with Us, or Our policies, or is otherwise illegal;v) Facilitate unauthorized access – allow unauthorized access to Qodana, unless expressly
permitted by these Terms;vi) Resell or distribute – resell or otherwise provide Qodana or access to Qodana to any third
party, except if We give You express permission; andvii) Hack – utilize any procedures or tools to bypass Qodana security, or utilize or allow Qodana
to be utilized for the purpose of hacking, tunneling, or otherwise gaining unauthorized access toany computer or system.
More details are included in the JetBrains Cloud-Based Product Acceptable Use Policy madeavailable at https://www.jetbrains.com/legal/docs/terms/teamware-acceptable-use/.
e) Our responsibilities
With regards to Qodana Cloud, We will exercise commercially reasonable efforts regarding:i) Access and availability – making Qodana available and providing Your Users with access to it,
according to the permissions You define;ii) Security and Confidentiality – keeping Data, usernames, passwords, and access tokens
associated with Your Subscription confidential and secure from unauthorized use, access, anddisclosure;iii) Data integrity – not altering Your Project Source Code without Your permission; You can findmore details in the Documentation or in Your Subscription Plan.
Qodana may be unavailable to You during planned downtime, failures of Qodana, including
failures or delays contributed to by an internet service provider, or any unavailability caused bycircumstances beyond JetBrains' reasonable control (see the ‘Force Majeure’ Section).
Summary: You can use Qodana according to these Terms. Do not breach the restrictions
outlined above, as they are an important part of this agreement, and do not alter therecommended settings. Both Parties to these Terms have certain responsibilities and need
to approach them with the appropriate levels of seriousness. Please pay attention to thetime period in which You are entitled to use Qodana, the fact that your Subscription renews
automatically, and the number of Qodana Linters and Organizations You have purchased inYour Subscription Plan.
4. Intellectual Property Rights and Ownershipa) We own Qodana
We own, or have the right to use, all the proprietary and intellectual property rights to Qodana.
This includes all Qodana-related trade secrets, copyrights, trademarks, service marks, patents,
other registered or unregistered intellectual property, and system-generated data. Systemgenerated data includes aggregate anonymized data on how Qodana is used, system logs,

metadata, registration and login data, and data required to provide support. These are Our rights(‘rights are reserved’) and the only rights that You have in relation to Qodana are those that arenecessary for You to access and use Qodana in accordance with these Terms and theDocumentation.
b) You own Your Data
You own Your Data submitted to Qodana Cloud and keep all proprietary rights, including
intellectual property rights. Every time You submit Data to Qodana, You confirm that You havethe right to do so and understand that You are doing so at Your own risk, and that You are solely
responsible for this Data and all consequences of its use in Qodana. You also indemnify Us
from any liability relating to this Data (see the ‘Indemnification’ Section).
c) Feedback
You give Us the right to use, change (‘modify’), commercialize, and incorporate into Qodana anyof Your ideas, suggestions, recommendations, proposals, or other feedback relating to Qodana.
You cannot withdraw this permission after it is given (it is ‘irrevocable’) and it is perpetual. We
are not required to pay a fee for this feedback (it is ‘royalty-free’), and We can transfer and give
similar rights (‘sublicense’) to Your feedback to anyone else worldwide.
d) Third-Party Software
You understand that Qodana integrates Third-Party Software and that by using Qodana You
might be using Third-Party Software. This Third-Party Software is provided to You on the terms
and conditions of the respective Third-Party Software and You need to comply with those terms
and conditions, which are available here: https://www.jetbrains.com/legal/third-party-software.
Nothing in these Terms limits Your right to use Third-Party Software under those applicableterms and conditions.
Summary: Qodana and all intellectual property relating to Qodana is owned by Us unless
We integrated Third-Party Software listed on the JetBrains Website. Any Data submitted by
You remains Yours. However, You provide Us with certain limited and necessary rights to it
so We can provide Qodana and all its features to You. You have control over Your Data andmaintain responsibility for it. When You share feedback with Us, We are allowed to use it.
5. Access and Your Dataa) Access control
If You use Qodana Cloud, Your Data and Project Source Codes might be accessible to Us andvisible to Your Users, depending on the nature of Your Data, the type and specifications of Your
Project Source Code, and the specific Qodana Cloud feature that You are using. It is Your
responsibility to select and set the appropriate level of access to Your Data and Project Source
Codes, as described in the Documentation.
Regardless of the level of access You set, You give Us permission to access Your Data andProject Source Codes for the following purposes:i) To provide You with the Qodana Cloud service – We can access and utilize Your Data andProject Source Code for the purpose of providing You with the Qodana Cloud service anddisplaying Reports and other information to Users;

ii) For security reasons – We can access Your Data and Project Source Code if We have a goodreason to (‘reasonably’) believe this access is required to maintain the ongoing confidentiality,
integrity, availability, performance, and resilience of Our systems and Qodana;iii) For support reasons – If You request support, You give Us permission to access Your Data andProject Source Code to carry out the support task, though You can revoke these permissions at
any time; andiv) If We are legally required – We have the right to access, review, and remove all or a part ofYour or Your Users’ Data if We have a good reason to (‘reasonably’) believe that the Databreaches the law or these Terms. You understand that there are laws that could require Us todisclose Your Data and, if these laws apply, We are obliged to comply with them.
b) Permission to handle Your Data
If You use Qodana Cloud, You give (‘grant’) Us certain permissions (‘rights’) so that We canprovide the Qodana Cloud service to You. Each of these permissions takes effect immediately
when Your Data is submitted to Qodana Cloud. Each permission ends when Your Data isremoved from Qodana Cloud, except as described in the Documentation or in Your Subscription
Plan. You understand that these permissions are necessary to use Qodana and You will notreceive any payment for them.
i) Permission that You grant to Us
You give Us permission to host, store, copy, alter, utilize, parse, display, publish, and share Your
Data in Qodana Cloud with You, and You allow it to be similarly shared in Qodana Cloud withYour Users. This permission includes the right to do things such as copy it to Our database,make backups, and analyze it on Our servers. It does not permit Us to sell or otherwise transfer
ownership of Your Data to a third party, nor does anything here give Us permission to grant
access to Your Data to any third party (other than, to the extent applicable, to Users or third
parties engaged by Us in the services under these Terms) without Your permission.
ii) Permission You grant to Users
You understand that, depending on the specific settings You choose in Qodana, Your Users may
be able to access and use any or all of Your Data submitted to Qodana Cloud. You give Us
permission to enable this access among Your Users. These rights can be given to multiple Users(are ‘non-exclusive’) and apply worldwide.
Summary: Any Data created by You is Yours. You have control over Your Data, andresponsibility for it. However, You grant Us certain rights with respect to this data so that
We can provide Qodana and all its features to You.
6. Fees and Paymentsa) Subscription fees
You can use Qodana for free when You sign up for the free Subscription Plan. The free
Subscription Plan comes with limited features compared to a paid Subscription Plan, and You
cannot make use of features that allow You to exceed the limits described on the JetBrains
Website. If You select a paid Subscription Plan, You agree to pay Subscription fees based on thepricing described on the JetBrains Website and in these Terms and We will charge You based on
the number of Active Contributors and the selected Subscription Period, as stated in thisSection. “Active Contributor” means any Contributor who committed (i.e. made at least 1change) within the last 90 calendar days into any of the Project Source Codes registered by You
in Qodana Cloud, regardless of when those commits were originally authored.
b) Subscription billingi) Monthly Subscriptions – At the beginning of each Subscription Period, You will be charged
Subscription fees according to the expected number of Active Contributors (three or more) You
specified. Qodana checks the actual number of Active Contributors at the end of every
Subscription Period. If that number is higher than the number of Active Contributors that You
specified for that Subscription Period, You will not be charged for overuse. However, the numberof Active Contributors You specify for the next Subscription Period cannot be lower than theactual number from the preceding Subscription Period.
ii) Annual Subscriptions – fees for an annual Subscription are based on the number of Active
Contributors, with provisions for additional charges in cases of excess usage.
•

Prepayment – At the beginning of Your annual Subscription, You will specify the
expected monthly number of Active Contributors (three or more). You will be charged
upfront for the Subscription fee, which will be calculated based on the number of Active
Contributors that You specified multiplied by the monthly fee per Active Contributor
based on Your Subscription Plan for each month of Your Subscription.

•

Excess Usage – Qodana will check the actual number of Active Contributors at the endof every calendar month. If the actual number of Active Contributors exceeds themonthly number of Active Contributors that You specified, Your annual Subscription will
be automatically extended from the following month for the rest of the Subscription
Period to cover the excess number of Active Contributors, and You agree to pay thedifference between the already paid Subscription fees and the fees for the new numberof Active Contributors. We will notify You about the amount to be paid electronically.
Please note that failure to pay for the extension of Your Subscription may lead to thesuspension of Qodana service or termination of these Terms.

•

Continued Excess Usage – If You don’t pay for the new Active Contributors as requiredby the excess notification, Your Subscription will be suspended for three months or until
You pay for the additional Active Contributors. Your Subscription will be automaticallyreactivated three months after its suspension for the number of Active Contributors forwhich You paid, unless We use our right to terminate these Terms (see ‘Term andTermination’ Section).

c) Calculation of Active Contributors
The number of actual Active Contributors is calculated using both the commit author
information and the timestamp for when their contribution to the Project Source Code waspushed. Qodana Cloud combines lists of Active Contributors across all Project Source Codes
registered by You in Qodana Cloud and removes duplicates so that a single Active Contributor
will be counted only once across all Project Source Codes.
d) Purchasing directly or through authorized resellers and distributors
These Terms apply whether You pay the fees described above directly to JetBrains or through an
authorized JetBrains reseller or distributor. Neither resellers nor distributors are authorized tomake any promises or commitments on JetBrains’ behalf, and You understand and agree that
JetBrains is not bound by any obligations to You other than as specified in these Terms.
e) Paymentsi) Payment terms – Unless We agreed to specific payment or billing terms in these Terms, fees
according to these Terms must be paid by You in accordance with the JetBrains Terms andConditions of Purchase (available at www.jetbrains.com/legal/docs/store/terms/) or inaccordance with the terms provided to You by Your authorized JetBrains reseller or distributor,
whichever are applicable.
ii) Set-off – You cannot deduct or set off any amount from the fees that You have to pay Us, even
if We owe You an amount or You believe We owe You an amount (‘counterclaim’).
iii) Taxes – All Subscription fees, and other amounts relating to Qodana, exclude any and allapplicable taxes and similar fees (except taxes based solely on Our income) now in force or that
may be imposed in the future on the provision of Qodana. You are responsible for all taxes,
levies, and duties, such as value-added tax (‘VAT’), sales tax, and withholding tax, that apply inYour country. You have to pay these in addition to the fees payable to Us.
f) Resolution of late payments
To continue using Qodana without interruption, You must make sure that You pay all the
relevant fees on time. If You do not, We can:i) limit Your Users’ access to Qodana Cloud or any of its features; orii) suspend Your access to Qodana or end these Terms (see the ‘Temporary Suspension’ and‘Term and Termination’ Section).
You will reimburse Us for any additional costs that We incur in collecting late payments or that
result from a breach of this Section. There will be no refunds of prepaid services in the event oftermination or suspension, and We can charge You during the suspension period.
Summary: To use Qodana with a paid Subscription, You must pay Your Subscription fees ontime. The duration of the initial Subscription depends on the start date You selected. You
can use Qodana more than the terms of Your Subscription allow. With a monthly
Subscription, You will not be charged for the overuse, but Your overuse in one month will
impact the cost of Your subscription in the following months. With an annual Subscription,
You will be required to extend Your Subscription for Additional Contributors to cover theexcess usage for the remaining duration of Your Subscription Period.
7. Support
Your Subscription includes the support outlined on the JetBrains Website (“Support”). You canrequest Support by submitting a Support ticket. We will try to respond to Your request in areasonable period of time. You understand that We can handle Support requests in the manner
We deem best (‘in JetBrains sole discretion’), including by choosing to remain inactive.
8. Indemnificationa) Indemnity

If there are any claims, damages, losses, liabilities, or fees and similar expenses, including fair(‘reasonable’) attorney fees, brought against Us that are related to any of the following:i) Access and use of Qodana – Your or Your Users’ access or use of Qodana. This includes all
activities related to Your JetBrains Account and any actions taken by Your personnel in relation
to Qodana;ii) Breach of these Terms – the breach of these Terms by You or any of Your Users;iii) Your Data – Your Data or the combination of Your Data with other data, infrastructure, or
processes. This includes any allegation that Your Data, or its use, development, design,
production, advertising, or marketing, infringes someone else’s (a ‘third-party’) rights, or that
You have illegally or without permission claimed someone else’s rights; oriv) Disagreements – disagreement between You, any of Your Contributors or Users, and anotherperson;(each of these is defined as a “Claim”), then You agree to indemnify, defend, and hold Us andOur owners, directors, employees, agents, and representatives harmless, and to indemnify,
defend, and hold Our affiliates and their owners, directors, employees, agents, andrepresentatives harmless, from any and all Claims.
b) Indemnity claims
We will quickly (‘promptly’) let You know if someone makes a Claim. If We fail to let You know
quickly, then that failure will only affect Your obligation to indemnify Us to the extent that Our
failure to inform You quickly adversely affected Your ability to defend Us against the Claim.
When You are defending Us against the Claim, You can choose Your own lawyer, with Our
written permission. If You have Our written permission, You can resolve (‘settle’) the Claim as
You decide (‘at Your discretion’). However, We can take full control of Your defense andsettlement at any time.
9. IMPORTANT – YOUR RISK AND OUR DISCLAIMERS(RISK) QODANA AND ANY QODANA SUPPORT IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’
BASIS. YOU ACCESS AND USE QODANA AT YOUR OWN RISK.
(WARRANTIES & REPRESENTATIONS) EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE
MAKE NO REPRESENTATIONS AND GIVE NO WARRANTIES IN RELATION TO QODANA –EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES WARRANTIES THAT QODANAWILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, AS WELL AS
WARRANTIES THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST ORDAMAGED.
WE ALSO DENY (‘DISCLAIM’) ALL WARRANTIES. THIS INCLUDES ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR
USAGE OF TRADE.
THIS DISCLAIMER DOES NOT APPLY TO REPRESENTATIONS AND WARRANTIES THAT CANNOT
BE EXCLUDED BY LAW.
(SECURITY) YOU UNDERSTAND AND AGREE THAT PARTS OF QODANA MAY REQUIRE YOU
AND/OR YOUR USERS TO INITIALIZE, CONFIGURE, AND MAINTAIN QODANA, WITHOUTASSISTANCE OR GUIDANCE FROM US. IT IS YOUR RESPONSIBILITY TO ASSESS YOUR SYSTEMREQUIREMENTS AND COMPATIBILITY WITH QODANA AND CONFIGURE ALL OR PART OF
QODANA IN A SECURE MANNER, AND/OR KEEP IT SO CONFIGURED, CONSISTENT WITH
INDUSTRY STANDARDS, ALL OUR RECOMMENDATIONS (IF ANY), AND THE DOCUMENTATION.
WE ARE NOT RESPONSIBLE FOR YOUR OR YOUR USERS’ ACTIONS OR OMISSIONS ARISING IN
CONNECTION WITH IMPROPER, INADEQUATE, OR DEFICIENT INITIALIZATION,CONFIGURATION, OR USE OF QODANA.
10. IMPORTANT – LIMITATION OF OUR LIABILITY(TYPES OF DAMAGES) WE WILL NOT BE LIABLE TO YOU OR ANY OF YOUR USERS FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THISINCLUDES DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(CIRCUMSTANCES OF LOSS) WE WILL NOT BE LIABLE FOR ANY COMPENSATION,REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:a) YOUR, OR YOUR USERS’, INABILITY TO USE QODANA, INCLUDING AS A RESULT OF ASUSPENDED SUBSCRIPTION OR THE CANCELLATION OF YOUR SUBSCRIPTION OR THESETERMS;b) OUR DECISION TO NO LONGER PROVIDE QODANA FOR BUSINESS, ECONOMIC, LEGAL, OR
REGULATORY REASONS;c) YOUR HAVING MADE QODANA AVAILABLE TO YOUR USERS;d) YOUR USE OF QODANA BEING CONTRARY TO OR INCONSISTENT WITH THE
DOCUMENTATION;e) THE COST OF PROVIDING A SUBSTITUTE FOR QODANA;f) ANY UNANTICIPATED OR UNSCHEDULED UNAVAILABILITY OF QODANA OR A PART OF IT FOR
ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES, OR OTHER
INTERRUPTIONS;g) ANY INVESTMENTS, EXPENSES, OR COMMITMENTS THAT YOU OR A USER MAKE RELATING
TO THESE TERMS OR YOUR ACCESS TO OR USE OF QODANA; ORh) ANY MODIFICATION, DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY
OF YOUR DATA CAUSED BY YOU OR YOUR USERS.
(MAXIMUM LIABILITY) OUR MAXIMUM, OVERALL (‘AGGREGATE’) LIABILITY RELATING TO THESETERMS IS LIMITED TO THE GREATER OF ONE HUNDRED (100) US DOLLARS OR THE AMOUNTTHAT YOU ACTUALLY PAID TO US FOR QODANA IN THE SIX (6) MONTHS BEFORE YOU CLAIMED
THAT WE WERE LIABLE. THE MAXIMUM LIABILITY APPLIES EVEN IF WE WERE ADVISED THATLIABILITY COULD EXCEED THE MAXIMUM LIABILITY AMOUNT OR EVEN IF THE LEGAL BASIS (I.E.
TORT, BREACH OF CONTRACT, EQUITY, OR A SIMILAR BASIS) FOR A REMEDY IS INVALID.
11. Temporary Suspension
We can immediately suspend Your or Your Users’ right to use all or part of Qodana Cloud if We
have a good reason to (‘reasonably’) believe that:

i) Threats – Your or Your Users’ use of Qodana might adversely impact or pose a security, privacy,
or legal risk to Qodana or any of its parts, Us, or another person (‘third party’);ii) Financial distress – You have stopped operating in the usual course of business, havetransferred (’assigned’) Your assets for the benefit of creditors or made a similar arrangement,or are undergoing bankruptcy, reorganization, liquidation, dissolution, or a similar proceeding;oriii) Breach of terms – You or Your Users breached these Terms, applicable law, Our policies, or
someone else’s rights.
We will make a reasonable effort to let You know of a suspension. Suspensions are temporary,
but if the reasons for suspension are not resolved, We can end these Terms (see the ‘Term andTermination’ Section).
12. Term and Terminationa) Term
These Terms start (‘take effect’) when You click the “I Accept” button or provide similar consent
to (‘be bound by’) these Terms. These Terms continue until the end of Your Subscription Period,
unless they are ended (‘terminated’) earlier either by You or Us as described in these Terms.
b) Termination by You
You can terminate these Terms if We breach them. This must be done by letting Us know (‘give
notice’) that We have breached these Terms. If this breach is not resolved within thirty (30) days,
these Terms will end.
If You terminate these Terms according to this Section, We will provide a refund to You of any
prepaid amount for the period that would have been Your Subscription Period after the datethese Terms ended.
c) Termination by Us
We may terminate these Terms and Your Subscription if:i) You materially breached these Terms and failed to remedy the breach within thirty (30) days ofwritten notice;ii) You fail to make timely payment of Subscription fees in accordance with Section 6 of theseTerms;
iii) We are required to do so by law (for example, where the provision of Qodana to You is, or
becomes, unlawful);iv) We elect to discontinue providing Qodana, in whole or in part; orv) You have a free Subscription Plan and none of Your Users logged in for at least 3 calendar
months in a row.
We will make a reasonable effort to notify You via email (to the email address of the billing or
technical contact provided by You) thirty (30) days prior to termination of these Terms in theevents specified in Sections 12(c)(iii) and 12(c)(iv) above, in which case You will be entitled to arefund of the unused portion of prepaid Subscription fees, if applicable.

In the event of termination for cause specified in Section 12(c)(ii) or 12(c)(v), We will makereasonable efforts to notify You three (3) days prior to termination of these Terms. When theseTerms are terminated as a consequence of Your breach of these Terms, no refund is provided.
d) Effect of termination
Upon the expiration or termination of these Terms, Your Subscription will be terminated and You
have no further rights to use Qodana, but Sections 4(c), 4(d), 6, 8, 9, 10, 13, and 16 of theseTerms will remain in effect. In such case, We will store Your Data and make it available to You forexport (‘download’) in accordance with the Documentation and Your Subscription Plan. You
understand that after the time specified therein, Your Data will be deleted.
13. Marketing
If You are a legal entity, You give Us permission to publicly identify You as Our customer andrefer to You by name or trade name, display Your logo and trademarks, and describe Yourbusiness in marketing materials, on the JetBrains Website, and in other public documents. Yougive Us permission to do this, but only for marketing purposes. We can use Your name, tradename, and trademarks. We are not required to pay a fee for this permission (it is ‘royalty-free’),and it applies worldwide.
14. Noticesa) Notices by You
If You are required under these Terms to notify Us (‘give notice’) of anything, You may do so:i) by sending an email to legal@jetbrains.com. Any time period starts on the next business day
after You send the email;ii) by courier delivery of a letter marked for the attention of the ‘Legal Department’ at thephysical address published on the JetBrains Website. Any time period starts five (5) businessdays from when You send the letter; andiii) by registered post, marked for the attention of the Legal Department at the address displayedon the JetBrains Website. Any time period starts ten (10) business days from when You send theletter.
b) Notices by Us
If We are required under these Terms to notify You (‘give notice’) of anything, We may do so:i) by posting the information on the JetBrains Website. Any time period starts on the day
specified on the JetBrains Website;ii) by sending an email to the email address that Your Confirmation was sent to. Any time period
starts on the next business day after We send the email.
It is Your responsibility to check the JetBrains Website for any changes and make sure that Youremail address is up to date in Our records.
15. Export Control Laws
You must comply with all applicable laws and regulations relating to export restrictive
measures, economic sanctions, export controls, import regulations, and trade embargoes,including those maintained by the European Union and the United States of America (“Export
Control Laws”). You confirm (‘represent and warrant’) that You are not an entity, nor are You
owned, controlled, or otherwise related to a person or entity, or acting on behalf of any personor entity, that is targeted by Export Control Laws.
This means that You will ensure that Qodana, related services, and/or technical data is not (i)accessed, downloaded, transferred, provided, exported, or re-exported directly or indirectly inviolation of Export Control Laws; or (ii) used for any purpose prohibited by Export Control Laws.
You are also expected to report any concerns of non-compliance with these requirements andaddress any questions to ethics@jetbrains.com, compliance@jetbrains.com, orlegal@jetbrains.com. In addition, You are required to cooperate with Us in Our efforts to verify
Our and Your compliance with Export Control Laws.
16. General Provisionsa) These Terms and their Parties
These Terms together with the order accepted by Us form the entire agreement and replace any
previous agreement between You and Us in relation to its subject matter. By accepting theseTerms, You agree to use and ensure that Your Users will use the Qodana in accordance with the
JetBrains Cloud-Based Tools Acceptable Use Policy, available athttps://www.jetbrains.com/legal/docs/terms/teamware-acceptable-use.html and the JetBrains
Team Tools User Agreement, available athttps://www.jetbrains.com/legal/docs/agreements/teamware.html. Except as expressly
mentioned, these Terms do not apply or give rights to anyone else (‘no third-party
beneficiaries’).
b) Personal Data
Any information directly or indirectly identifying an individual or other data protected under anapplicable law as personal data (“Personal Data”), that We will process on Your behalf inconnection with these Terms, will be processed in accordance with the Data Processing
Addendum at https://www.jetbrains.com/legal/dpa/ which is a part of (‘incorporated into’) theseTerms. We may also process some of Your Personal Data in connection with these Terms in ourcapacity as a data controller in accordance with our Privacy Noticeat https://www.jetbrains.com/legal/docs/privacy/privacy/.
c) Governing law and disputes
These terms are governed by the laws of the Czech Republic, without reference to conflict oflaws principles, and specifically excluding the United Nations Convention on Contracts for theInternational Sale of Goods. The Parties to these Terms undertake to use the best commercial
efforts to amicably settle any disputes arising hereunder (“Dispute”).
Should the Parties to these Terms fail to settle a Dispute amicably, the Dispute will be excluded
from the jurisdiction of general courts and all such Disputes will be finally decided by the
Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamberof the Czech Republic by three (3) arbitrators in accordance with the Rules of that Arbitration
Court, and the language of the proceedings will be English.
Notwithstanding this, You agree that We will still be allowed to apply (i) for payment orders (orotherwise enforce payment for Qodana provided under these Terms) in the jurisdiction in which

You have Your registered seat or principal place of business, and (ii) for injunctive remedies (oran equivalent type of urgent legal relief) in any jurisdiction.
d) Force Majeure
We will not be responsible (‘liable’) for any delay or failure to perform any obligation under theseTerms where the delay or failure results from any cause beyond Our reasonable control. This
includes any ‘acts of God’, labor disputes or other industrial disturbances, systemic electrical,
telecommunications, or other utility failures, public health emergencies, earthquakes, storms
or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts ofterrorism, or war.
e) Severability
If a court finds that any part of, or word in, these Terms is not enforceable, that part or word will
not affect the enforceability of the rest of these Terms.
f) Interpretation
Any heading, title, or paragraph summary is only for convenience and does not affect theinterpretation of these Terms. Any instance of an inclusive word, such as ‘including’, is notcomprehensive and refers to other items in that category. References to time or periods of time
are determined in reference to Central European Time.
g) WaiverAny waiver of Our rights under these Terms must be in writing and signed by Us.
h) Changes to Terms and policies
These Terms can be updated from time to time, to reflect changes in Qodana and how it isoffered to You. If this happens, We will update these Terms on the JetBrains Website and let You
know either by:i) Displaying them to You in Qodana;ii) Displaying them in Your JetBrains Account; oriii) Sending the updated version to the email address used in Your JetBrains Account.
Any updated Terms will start (‘come into effect’) on the date specified in the updated Terms. By
continuing to use Qodana after thirty (30) days from the effective date, You agree to be bound by
the modified Terms.
We respect that You may not agree to the updated Terms. If that is the case, You can terminate
Your Subscription at any time up to thirty (30) days after the effective date of the updated Terms.
Termination according to this Section entitles You to a pro-rata refund of the pre-paid unused
Subscription fees.
i) RelationshipYour relationship with JetBrains is that of independent parties. These Terms do not create apartnership, franchise, joint venture, agency, fiduciary, employment, or any other type of
relationship.
j) Contract review

By agreeing to these Terms, You are confirming to Us that:i) You have had sufficient opportunity to read, review, and consider these Terms;ii) You understand the content of each paragraph of these Terms; andiii) You have had sufficient opportunity to seek independent professional legal advice.
This means that, to the extent permitted by applicable law, any statutory provisions relating toso-called ‘form’ or ‘adhesion’ contracts do not apply to these Terms.
k) Reservation of rights
We reserve the right to alter Qodana prices, features, specifications, capabilities, functions,terms of use, release dates, general availability, and other characteristics. We can also alter,
limit, or cease to provide Qodana support at any time.
l) Children and minors
If You are younger than 13 years old, You cannot agree to these Terms or use Qodana. By
agreeing to these Terms You are confirming that:•

You have the legal capacity to enter into these Terms, or, if You are between the age of 13
and 18, You have valid consent from a parent or legal guardian to do so; and•You understand the JetBrains Privacy Notice, available athttps://www.jetbrains.com/legal/docs/privacy/privacy.html.

IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE JETBRAINS Privacy
Notice, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESETERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.
If You have any questions about these Terms, please contact Us at legal@jetbrains.com.