Version 1.2, effective as of October 21, 2024
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) BECOME A PARTY TO THIS AGREEMENT AND CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL, AND USE THE SOFTWARE.
(a) “Licensor” means JetBrains s.r.o., having its principal place of business at Na Hřebenech II 1718/8, Prague, 14000, Czech Republic, registered in the Commercial Register kept by the Municipal Court of Prague, Section C, file 86211, ID.Nr.: 265 02 275.
(b) “Licensee” means an individual or a legal entity entering into and exercising rights under this Agreement or future versions thereof. For the purposes hereunder, the Licensee includes any entity that controls, is controlled by, or is under common control with the Licensee. For purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such an entity, whether by contract or otherwise; or (ii) ownership of fifty percent (50%) or more of the controlling shares or beneficial ownership of such an entity. The Licensee is also referred to herein as “You”.
“Software” means the software program known as dotPeek in binary form, including its documentation, upgrades provided pursuant to Section 8 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 the Licensor and that are either integrated with or made part of dotPeek (collectively, “Third-Party Software”).
The Software is the property of the Licensor or its suppliers. The Software is licensed, not sold. The title and copyrights to the Software, in whole, in part, and all copies thereof, and all modifications, enhancements, derivatives, and other alterations of the Software regardless of who made such modifications, if any, are, and will remain, the sole and exclusive property of the Licensor and its suppliers.
Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, the Licensor hereby grants to the Licensee a limited, non-exclusive, perpetual, non-transferable license to use the Software as follows:
(a) The Licensee may:
(i) install and use the Software in accordance with the Software documentation and pursuant to the terms and conditions of this Agreement; and
(ii) make one backup copy of the Software for archival purposes
(b) The Licensee may not:
(i) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of the Licensor;
(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software.
The Software includes decompiling functionality that enables the reproduction of the source code from the original binary code. The Licensee acknowledges that binary code and source code might be protected by copyright and trademark laws. Before using the Software for decompilation purposes, the Licensee agrees to make sure that the decompilation of binary code is not prohibited by the applicable license agreement or that the Licensee has obtained permission to decompile the binary code from the copyright owner. Using the Software is entirely optional. The Licensor neither encourages nor condones the use of the Software, and disclaims any liability for its use by the Licensor in violation of applicable laws.
(a) The Licensee agrees to comply with the terms and conditions contained in Third-Party Software license agreements with respect to the applicable Third-Party Software as listed at https://www.jetbrains.com/legal/third-party-software/?product=DPK.
(b) The Licensee agrees and acknowledges that Sections 9 and 10 of this Agreement shall also govern the Licensee’s use of the Third-Party Software. The Licensor will have no responsibility with respect to any Third-Party Software, and the Licensee will look solely to the licensor(s) of the Third-Party Software for any remedy. The Licensor claims no right to the Third-Party Software, and the same is owned exclusively by the licensor(s) of the Third-Party Software.
© THE 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.
The Licensee may, but is not obligated to, provide to the Licensor or its subsidiaries suggestions, comments, or feedback regarding the Software, including but not limited to usability, bug reports, and test results (collectively, “Feedback”). The Licensor grants to the Licensee, without charge, a non-exclusive, worldwide, irrevocable, royalty-free license to reproduce, modify, create derivative works of, license, distribute, and otherwise commercialize the Feedback as part of any of the Licensee’s offerings.
(a) The Licensor may, from time to time and at its discretion, provide generally available new versions of the Software to the Licensee through the Licensor’s website at www.jetbrains.com.
(b) Unless otherwise agreed in writing between the Licensor and Licensee, upon upgrading to a new version of the Software, the relationship between the parties shall be governed and amended (if applicable) by the terms and conditions of the License Agreement applicable to the relevant Software available at www.jetbrains.com on the date of the download’s upgrade.
THE SOFTWARE IS PROVIDED TO THE LICENSEE “AS IS” AND WITHOUT WARRANTIES. THE LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR AND ITS AFFILIATES, SUPPLIERS, AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO THE LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY THE 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 BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(B) IN ANY CASE, THE LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE SOFTWARE UNDER THIS AGREEMENT OR FIVE (5) USD, WHICHEVER IS GREATER.
The Licensee agrees and accepts that the Software may be subject to import and export laws of any country, including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). The Licensee acknowledges that it is not a citizen, national, or resident of, and is not under control of the governments of Cuba, Iran, North Korea, Sudan, or Syria and is not otherwise a restricted end-user as defined by applicable export control laws. Further, the Licensee acknowledges that it will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end user or for any restricted end use.
(a) If the Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and the Licensee’s right and license to use the Software will terminate immediately. The Licensee may terminate this Agreement at any time by notifying the Licensor. Upon the termination of this Agreement, the Licensee must delete the Software from its computers and archives.
(B) THE LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, THE LICENSOR MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.
The Licensee agrees to be identified as a customer of the Licensor and that the Licensor may refer to Licensee by name, trade name, and trademark, if applicable, and may briefly describe the Licensee’s business in the Licensor’s marketing materials, on the Licensor’s website, in public or legal documents. The Licensee hereby grants the Licensor a license to use the Licensee’s name and any of the Licensee’s trade names and trademarks solely pursuant to this marketing section.
(a) The Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or any other characteristics of the Software.
(b) This Agreement, including the Third-Party Software license agreements, constitutes the entire agreement between the parties concerning the Licensee’s use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document, or any handwritten 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 the 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, will 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 of this Agreement will be enforceable notwithstanding said expiration or termination.
(d) This Agreement will be governed by the laws of the Czech Republic, excluding its conflict of laws principles. The parties agree that any litigation arising from this Agreement may only be brought in the courts of the Czech Republic and will be subject to their jurisdiction.
(e) Section titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either the Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and assigns.
For exceptions or modifications to this Agreement, please contact JetBrains at:
Registered address: Na Hřebenech II 1718/8, Prague, 14000, Czech Republic
Email address: sales@jetbrains.com