IntelliJ Software License Agreement for IntelliJ IDEA
 
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (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, THEN YOU SHOULD NOT DOWNLOAD OR INSTALL THE SOFTWARE, YOU SHOULD NOT USE THE SOFTWARE, AND IF YOU ALREADY DOWNLOADED OR INSTALLED THE SOFTWARE YOU SHOULD REMOVE THE SOFTWARE FROM YOUR SYSTEM AND DESTROY ALL COPIES.
 
Upon Your acceptance of this License Agreement (the "Agreement"), IntelliJ Software grants to You a non-exclusive and non-transferable license to use the Software, provided that You agree to the following:
 
PARTIES
 
"IntelliJ Software" means IntelliJ Software s.r.o., a Czech company with its principal offices located at Pod Lysinami 467/11, Prague, Czech Republic, 14700.
 
"You" means an individual or a legal entity exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with You. 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 of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

DEFINITIONS

"Software" means the binary code of IntelliJ IDEA with its Documentation.

GRANT OF LICENSE
 
The Software is the property of IntelliJ Software 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 IntelliJ Software and its suppliers.
 
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 IntelliJ Software and its suppliers and are protected by intellectual property laws and treaties. You agree to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws.
 
Your acceptance of this Agreement gives You certain obligations and limited rights to use the Software as set forth in this Agreement.
 
You may:
 
(i) save and use the number of copies of the Software for which the corresponding fee has been paid.
 
(ii) make one copy of the Software for archival purposes;
 
You may not:
 
(iii) 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 IntelliJ Software.
 
(iv) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
 
(v) install and run the Software from a network server, or use the Software on different computers, unless You acquire a license for each separate computer on which the Software is run.
 
For exceptions or modifications to this Agreement, please contact IntelliJ Software.
 
RESTRICTED USE DURING EVALUATION PERIOD

You have a nonexclusive, nontransferable license to load and execute the unregistered copy of Software for a period of twenty one (21) days. (the "Evaluation Period")

The unregistered copy of Software may be used  for evaluation and testing purposes only and not for general commercial use.
Customer must pay a license fee for the Software to obtain the right to use the Software for general commercial use and(or) for unlimited period.

The unregistered copy of Software contains a feature that will automatically disable the Software in twenty one (21) days after sending the evaluation key to you.  If you agree to this IntelliJ Software License Agreement and pay the license fee, IntelliJ Software will deactivate this feature. IntelliJ Software will have no liability to you if the Software is disabled by this feature. You may not disable, destroy, or remove this feature of the Software, and any attempt to do so will terminate your license and rights under this Agreement.

PATENT AND COPYRIGHT INDEMNITY
 
IntelliJ Software will defend and indemnify You 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) You notify IntelliJ Software in writing within 30 days of the claim, (ii) IntelliJ Software has sole control of the defense and all related settlement negotiations, and (iii) You provide IntelliJ Software with the assistance, information, and authority necessary to perform the above.
 
IntelliJ Software will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by IntelliJ 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 IntelliJ Software or under IntelliJ Software's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that IntelliJ Software provides to You, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by IntelliJ Software if such infringement would have been avoided by the use of the Software without such programs or data.
 
In the event the Software is held or believed by IntelliJ Software to infringe, or Your use of the Software is enjoined, IntelliJ Software will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing, (ii) obtain for You a license to continue using the Software, (iii) substitute the Software with other Software reasonably suitable to You, 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 IntelliJ Software's entire liability for infringement.
  
LIMITED WARRANTY
 
If You have paid a license fee for the Software, then for a period of thirty (30) days from the date of receipt of the Software, IntelliJ Software warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by IntelliJ Software will be free from defects in materials and workmanship.
 
IntelliJ Software's, and its suppliers' and resellers', entire liability and Your exclusive remedy shall be, at IntelliJ Software's option, either (i) return of the price paid, or (ii) repair or replacement of the Software that does not meet IntelliJ Software's 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 IntelliJ Software are available without proof of purchase from an authorized international source.
 
EXCEPT FOR THE FOREGOING, THE SOFTWARE IS DELIVERED TO YOU "AS IS" AND INTELLIJ SOFTWARE MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTELLIJ SOFTWARE, 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 YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION
 
DISCLAIMER OF DAMAGES
 
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL INTELLIJ SOFTWARE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU 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 INTELLIJ SOFTWARE 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.
 
IN ANY CASE, INTELLIJ SOFTWARE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
 
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 IntelliJ Software, Pod Lysinami 467/11, Prague, Czech Republic, 14700.
 
TERMINATION
 
If You fail to comply with the terms and conditions of this Agreement, IntelliJ Software may terminate this Agreement and Your right and license to use the Software. You may terminate this Agreement at any time by notifying IntelliJ Software. Upon the termination of this Agreement, You must delete the Software from Your computer and archives.
 
YOU AGREE THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, INTELLIJ SOFTWARE MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.
 
MARKETING
 
You agree to be identified as a customer of IntelliJ Software and You agree that IntelliJ Software may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in IntelliJ Software's marketing materials and web site. You hereby grant IntelliJ Software a license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to IntelliJ Software pursuant to this marketing section.
 
GENERAL
 
IntelliJ Software 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.
 
You agree to abide by the third-party agreements attached hereto. This Agreement, including the third-party agreements, constitutes the entire agreement between the parties concerning Your 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 You and IntelliJ Software.
 
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.
 
This Agreement will be governed by the laws of Czech Republic, without reference to conflict of laws principles. You agree 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.
 
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 IntelliJ Software or You 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.
 
If You have any questions, please contact IntelliJ Software, Pod Lysinami 467/11, Prague, Czech Republic, 14700, or (4202) 402-2113; or sales@intellij.com.
 
