Continuous Integration Server TeamCity 7

EULA - End User License Agreement

License Agreement for JetBrains® TeamCity™

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 Na hrebenech II 1718/10, 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) "Software" means software program TeamCity in binary form, including Professional Server, Enterprise Server, Build Agent, Client Program, 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 of hereof (collectively, "Upgrades") that may be supplied by Licensor.

(b) "Account" means an electronic record on Professional Server or Enterprise Server that has been created for the purpose of use of the Software by a specific User, and that is accessible via login name and password.

(c) "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.

(d) "Professional Server" or "Enterprise Server" means a server part of the Software that enables registration and administration of Accounts, and performs other services specified in the Software documentation.

(e) "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.

(f) "Client Program" means a part of the Software that enables User to access Professional Server or Enterprise Server from a client computer.

(g) "License Certificate" means evidence of a license provided by Licensor to certify Licensee's rights to run a specific number of Enterprise Server instances and/or to use a specific number of Build Agents.

(h) "Enterprise Server License" means a unique key-code that enables Licensee to run Enterprise Server.

i) "Build Agent License" means a unique key-code that enables Licensee to use Build Agent.

3. OWNERSHIP
(a) The Software is the property of Licensor 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 Licensor 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 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 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, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software as follows:

(a) Licensee may:

(i) install and run any number of Professional Server instances free of charge. Licensee will have the right to use without any additional charge three (3) Build Agents, twenty (20) build configurations, and twenty (20) Accounts on a single instance of Professional Server;

(ii) install and run a single instance of Enterprise Server if Licensee has obtained Enterprise Server License. Licensee will have the right to use without any additional charge three (3) Build Agents, unlimited number of build configurations, and unlimited number of Accounts on a 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) use more Build Agents than granted in Paragraphs 4 (a) (i) and 4 (a) (ii) of this Agreement if Licensee has obtained Build Agent License ("Additional Build Agents"). The total number of Additional Build Agents used by Licensee on all instances of Professional Server and/or Enterprise Server shall not exceed the number of Build Agent Licenses specified in License Certificate(s);

(iv) install and use multiple instances of Client Program on any number of computers;

(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 any third party without the prior written consent of 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;

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

(iv) use a number of Additional Build Agents exceeding the number of Build Agent Licenses specified in License Certificate(s);

(v) use on a single instance of Professional Server a number of Accounts and build configurations exceeding the number of Accounts and build configurations granted in Paragraph 4 (a) (i) of this Agreement.

(c) License Limitations for Open Source Development:

(i) if Licensee has been granted Enterprise Server License for open source development, 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/definition_plain.html
Any commercial use of the Software is expressly prohibited;

(ii) 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 by submitting a written request to Licensor thirty (30) days prior to the Enterprise Server Key expiration date.

5. 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 ("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 the Enterprise Server meets Licensee's requirements and whether Licensee desires to continue using Enterprise Server.

(c) Upon expiration of Evaluation Period, Licensee must obtain Enterprise Server License for perpetual use of Enterprise Server or cease using Enterprise Server. The Software contains a feature that will automatically switch Enterprise Server 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.

6. THIRD PARTY SOFTWARE LICENSE

Third Party Software is licensed to Licensee in accordance with a separate 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. 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 for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software. 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. UPGRADES

Any Enterprise Server License or Build Agent License for version 5.0 or higher of the Software will entitle Licensee to receive any Upgrades at no additional charge during the one (1) year period after the license purchase ("Upgrade Subscription"). Licensee shall renew Upgrade Subscription for another year before its expiration date to be able to continue receiving Upgrades. If Licensee renews Upgrade Subscription after its expiration date, the new Upgrade Subscription will be backdated to start at the expiration date of the previous Upgrade Subscription. If Licensee does not renew its Upgrade Subscription, Licensee will be able to continue using the latest version of the Software which was available to Licenses during the term of its last Upgrade Subscription

Upon upgrading to a new version of the Software, User must cease using any previous versions of the Software. If Licensee obtained a License Key for a new version of the Software from Licensor, License shall destroy a License Key obtained for the previous versions of the Software and make sure that it is not used by other Users.

8. PATENT AND COPYRIGHT INDEMNITY

(a) Licensor 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 Licensor in writing within 30 days of the claim, (ii) Licensor has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides Licensor with the assistance, information, and authority necessary to perform the above.

(b) Licensor will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by Licensor, including, but not limited to, the 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 Licensor or under Licensor' direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Licensor provides to Licensee, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Licensor 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 Licensor to infringe, or Licensee's use of the Software is enjoined, Licensor 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 Licensor' 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, Licensor warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by Licensor will be free from defects in materials and workmanship.

(b) Licensor', and its suppliers' and resellers', entire liability and Licensee's exclusive remedy shall be, at Licensor' option, either (i) return of the price paid, or (ii) repair or replacement of the Software that does not meet Licensor' 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 Licensor 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 LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, 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 LICENSOR 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 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, LICENSOR' 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 Licensor, Na hrebenech II 1718/10, Prague, 14700, Czech Republic.

12. TERMINATION

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 the Software. Licensee may terminate this Agreement at any time by notifying Licensor. 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, LICENSOR MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.

13. MARKETING

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

14. GENERAL

(a) 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 other characteristics of the Software.

(b) Licensee agrees to abide by the Third Party Software agreements included with the Software. This Agreement, including the third-party 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 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 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 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 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 hrebenech II 1718/10, Prague, 14700, Czech Republic Fax: +420 261 711 724 E-mail: sales@jetbrains.com