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 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.
1. PARTIES
(a) "Licensor" means JetBrains s.r.o. having its principal place of business at Klanova 9/506, Prague, 14700, Czech Republic.

(b) "Licensee" means 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 with Licensee. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2. DEFINITIONS
(a) "Build Agent" means an auxiliary part of the Software that performs functions requested by Professional Server or Enterprise Server as specified in the Software documentation.

(b) "Build Agent License" means a unique key-code that enables running an additional Build Agent.

(c) "Enterprise Server License" means a unique key-code that enables running Enterprise Server.

(d) "License Certificate" means an electronic confirmation issued by JetBrains to certify Licensee's rights to use certain number of Enterprise Servers or Build Agents.

(e) "Professional Server" or "Enterprise Server" means a server part of the Software that enables administration of User accounts and performs other services as specified in the Software documentation.

(f) "Software" means software program TeamCity in binary form, including any third party software programs that either integrated with or made part of TeamCity ("Third Party Software"), documentation, and any modification, correction, enhancement, deletion or substitution (collectively, "Upgrades") of hereof supplied by JetBrains.

(g) "User" means i) if Licensee is an individual, solely Licensee; ii) if Licensee is a legal entity, a named person, including an employee, independent contractor, temporary worker, and any third-party person, who has been authorized by Licensee to use the Software while performing duties within the scope of his/her employment or assignment with Licensee, (iii) if Licensee meets the Open Source definition, an open source development group member who is authorized by Licensee to use the Software for the purpose of open source development.

3. OWNERSHIP
(a) The Software is the property of JetBrains or its suppliers. The Software is licensed, not sold. Title and copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of JetBrains and its suppliers.

(b) The Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of JetBrains 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 the United 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, JetBrains hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software as follows:

(a) Licensee may:

(i) install and run Professional Server free of charge. Licensee may use the maximum of three (3) Build Agents and twenty (20) build configurations on each single instance of Professional Server;

(ii)install and run Enterprise Server if Licensee has obtained Enterprise Server License. Licensee may use the maximum of three (3) Build Agents and unlimited number of build configurations on each single instance of Enterprise Server. The total number of Enterprise Server instances run by Licensee shall not exceed the number of Enterprise Server Licenses specified in License Certificate(s);

(iii) install and run more Build Agents than granted under paragraphs (i) and (ii) of this clause 4 (a) if Licensee has obtained Build Agent Licenses. The total number of the additional Build Agents run by Licensee shall not exceed the number of Build Agent Licenses specified in License Certificate(s);

(iv) create and use unlimited number of User accounts on Professional Server and/or Enterprise Server, and;

(v) make one back up copy of the Software for archival purposes.

(b) 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 JetBrains;

(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;

(iii) run Enterprise Server without Enterprise Server License, or use the same Enterprise Server License for running multiple Enterprise Server instances;

(iv) use a number of Build Agents exceeding the number of Build Agents granted under paragraphs (i), (ii) and (iii) of clause 4 (a), or;

(v) use more build configurations on a single instance of Professional Server than granted under paragraph (i) of clause 4 (a).

(c) License Limitations for Open Source Development:

(i) if Licensee has been granted Enterprise Server License for open source development, restrictions on using Build Agents set forth in paragraph (ii) of clause 4 (a) shall not apply;

(ii) the purpose of use of the Software shall be restricted solely to development of non-commercial open source projects that meet the Open Source Definition at http://www.opensource.org/docs/osd. Any commercial use of the Software is expressly prohibited, and;

(iii) Licensee's right to use the Software for open source development shall be limited to one (1) year. Licensee may renew its Enterprise Server License for another year free of charge by submitting a written request to JetBrains thirty (30) days prior to the Enterprise Server License expiration.

5. THIRD PARTY SOFTWARE

(a) Third Party Software is licensed to Licensee in accordance with the Third Party Software license agreement(s) included with the Software, and subject to any restrictions set forth herein. Licensee agrees to abide by the terms and conditions of the Third Party Software license agreements. JetBrains 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 for any remedy. JetBrains claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software.

(b) JETBRAINS 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.

6. RESTRICTED USE DURING EVALUATION PERIOD

(a) Subject to the terms of this Agreement, Licensee is granted the right to install and run Enterprise Server for evaluation purposes without any charge for a period of sixty (60) days unless otherwise specified by JetBrains ("Evaluation Period").

(b) Licensee's use of Enterprise Server during Evaluation Period shall be limited to the internal evaluation for the sole purpose of determining whether Enterprise Server meets Licensee's requirements and whether Licensee desires to continue using Enterprise Server.

(c) Upon expiration of Evaluation Period, Licensee shall do either of the following: (i) obtain Enterprise Server License for perpetual use of Enterprise Server; (ii) switch to Professional Server, or; c) uninstall the Software. The Software contains a feature that will automatically switch Licensee to Professional Server upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Software.

7. UPGRADES

JetBrains will provide all generally available Software Upgrades to Licensee free of charge during a 1-year period following the initial Enterprise Server License purchase and/or Build Agent License purchase ("Upgrade Subscription"). Licensee may renewal Upgrade Subscription for another 1-year period by paying Upgrade Subscription renewal fees as set forth on JetBrains' 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. Upon installing any Upgrade, Licensee shall cease using a previous version of the Software.

8. PATENT AND COPYRIGHT INDEMNITY

(a) JetBrains will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a U.S. copyright or U.S. patent provided that (i) Licensee notifies JetBrains in writing within 30 days of the claim, (ii) JetBrains has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides JetBrains with the assistance, information, and authority necessary to perform the above.

(b) JetBrains will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by JetBrains, including Third Party Software; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by JetBrains or under JetBrains' direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that JetBrains provides to Licensee, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by JetBrains if such infringement would have been avoided by the use of the Software without such programs or data.

(c) In the event the Software is held or believed by JetBrains to infringe, or Licensee's use of the Software is enjoined, JetBrains will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing, (ii) obtain for Licensee a license to continue using the Software, (iii) substitute the Software with other Software reasonably suitable to Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement. This Section states JetBrains' entire liability for infringement.

9. LIMITED WARRANTY

(a) If Licensee has paid a license fee for the Software, then for a period of thirty (30) days from the date of receipt of the Software, JetBrains warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by JetBrains will be free from defects in materials and workmanship.

(b) JetBrains', and its suppliers' and resellers', entire liability and Licensee's exclusive remedy shall be, at JetBrains' option, either (i) return of the price paid, or (ii) repair or replacement of the Software that does not meet JetBrains' Limited Warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for an additional thirty (30) days. Outside the United States, neither these remedies nor any product support services offered by JetBrains are available without proof of purchase from an authorized international source.

(c) EXCEPT FOR THE FOREGOING, THE SOFTWARE IS DELIVERED TO LICENSEE "AS IS" AND JETBRAINS MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JETBRAINS, AND ITS 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. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

10. DISCLAIMER OF DAMAGES

(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL JETBRAINS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF JETBRAINS 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, JETBRAINS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

11. U.S. GOVERNMENT RESTRICTED RIGHTS

This Software is provided with Restricted Rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, and successor thereof, as applicable. Manufacturer is JetBrains, Na Lysinach 443/57, Prague, 14700, Czech Republic.

12. TERMINATION

If Licensee fails to comply with the terms and conditions of this Agreement, JetBrains may terminate this Agreement and Licensee's right and license to use the Software. Licensee may terminate this Agreement at any time by notifying JetBrains. Upon the termination of this Agreement, Licensee must delete the Software from its computers and archives. LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, JETBRAINS MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.

13. MARKETING

Licensee agrees to be identified as a customer of JetBrains and that JetBrains may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in JetBrains' marketing materials and on JetBrains' web site. Licensee hereby grants JetBrains a license to use Licensee's name and any of Licensee's trade names and trademarks solely in connection with the rights granted to JetBrains pursuant to this marketing section.

14. GENERAL

(a) JetBrains 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 other characteristics of the Software.

(b) This Agreement, including the Third Party Software agreements, constitutes the entire agreement between the parties concerning Licensee's use of the 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 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 JetBrains.

(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 of this 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 of laws 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 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 JetBrains 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 shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.

For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na Lysinach 443/57, Prague, 14700, Czech Republic
Fax: +420 2 4172 2540
E-mail: sales@jetbrains.com