Census Analyzer
Terms of Service for Private Beta Release

IMPORTANT! READ CAREFULLY:

This Terms of Service for JetBrains’ private beta release of Census Analyzer (this “Agreement“) contains the terms and conditions that govern your access to and use of the Service and Software (as defined below) and is an agreement between JetBrains and you or the legal entity you represent (“Beta Tester” as defined below). You represent to JetBrains that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to JetBrains that you have legal authority to bind that entity.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU CANNOT USE OUR SERVICE AND SOFTWARE.

1. DEFINITIONS

“Beta Tester” means the individual, company or other legal entity that exercises rights under this Agreement, and includes any entity that directly or indirectly controls, is controlled by, or is under common control with such individual, company or other legal entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. JetBrains shall have sole discretion to select Beta Testers.

“Beta Tester´s Data” means all electronic data or information submitted by Beta Tester via the Service and stored by JetBrains on the Hosting System.

“Documentation” means the online Documentation for the Service accessible at JetBrains Site, as updated from time to time.

“Hosting System” means any server, real or virtual network, internet connection, infrastructure, hardware and/or applications used by JetBrains to host the Software.

“JetBrains” means JetBrains s.r.o. having its principal place of business at Na hřebenech II 1718/10, Prague, 14700, Czech Republic, ID.No: 265 02 275, entered into Commercial Register of Municipal Court in Prague, section C, file 86211.

“JetBrains Site” means web sites operated by JetBrains, in particular, but not limited to, www.jetbrains.com and http://confluence.jetbrains.net.

“Service” means access to the Software hosted by JetBrains on the Hosting System and provided to Beta Tester by JetBrains via the Internet.

“Software” means the data management and analysis tool Census Analyzer, including downloadable parts of Census Analyzer, if any, provided by JetBrains in binary form.

“URL” means an URL to JetBrains Site that is specific to Beta Tester and that allows Beta Tester to use the Service.

“Users” means individuals who are authorized by Beta Tester to use the Service and who have been granted by Beta Tester certain permissions for accessing the Service.

2. BETA TESTERS’ RESPONSIBILITIES
(a) Beta Tester agrees:

1) to register on JetBrains Site for using the Service. Beta Tester shall provide JetBrains with a name for Beta Tester’s identification, a valid e-mail address and other information required by the registration form on JetBrains Site to enable JetBrains to create Beta Tester’s URL;

2) to obtain Internet connection, any equipment necessary for an Internet connection, and any third party software necessary for using the Service, including, but not limited to, browser software, that supports a data security protocol compatible with the protocol used by JetBrains;

3) to use the Service in compliance with the Documentation;

4) that the Service is in beta only, is not ready for production use and is provided to Beta Tester on a non-exclusive, non-transferable, non-sublicensable limited basis solely for the purposes of evaluating the Service and providing JetBrains with feedback on the use of the Service;

5) that Beta Tester shall notify JetBrains of any defects or problems in the Service or its use or operation and provide feedback about the Service and Documentation as requested by JetBrains;

6) That all ideas, suggestions, modifications and the like that Beta Tester provides to JetBrains under this Agreement (the “Supportive Information”) will belong to JetBrains, but Beta Tester may use the Supportive Information. Beta Tester hereby assigns to JetBrains all right, title and interest in and to the Supportive Information and the related intellectual property rights; and

7) that Beta Tester shall not, and shall not permit others to, disclose the results of any testing or evaluation of the Service without first obtaining JetBrains’s approval. Beta Tester hereby agrees to serve as a reference for JetBrains’s potential customers, analysts or investors via phone and/or email and participate in case studies as reasonably requested.

(b) Beta Tester will not, and will make sure that Users will not:

1) modify, alter, tamper with, repair, or otherwise create derivative works of the Service or associated Software (except to the extent the Software or any or its parts are provided to Beta Tester under a separate license that expressly permits the creation of derivative works);

2) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of the Service or associated Software;

3) use the Service in a manner that exceeds any of –

i) the capacity provided by one (1) amazon t2.micro instance per month,

ii) five (5) gigabytes of data, or

iii) ten (10) gigabytes of traffic;

4) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or copyrights, or;

5) attempt to gain unauthorized access to the Service or to the Hosting System.

(c) Beta Tester shall be responsible for:

1) Users’ compliance with this Agreement. If Beta Tester becomes aware of any violation of any terms of this Agreement by a User, Beta Tester shall immediately terminate such User’s rights to use the Service;

2) the legality of Beta Tester´s Data and the legality of the means by which Beta Tester acquired that data. If Beta Tester becomes aware that any its data violates this Agreement or any third party rights, Beta Tester shall immediately remove such data from the Service;

3) compliance with applicable laws and government regulations;

4) configuring and using the Service;

5) the confidentiality and use of Beta Tester’s URL, any of Beta Tester’s Data, passwords and user names by Users;

6) Beta Tester’s Data backup.

3. BETA TEST PERIOD

Subject to the terms of this Agreement, Beta Tester is granted the right to use the Service for evaluation purposes free of charge for a period determined by JetBrains in its sole discretion (the “Beta Period”). JetBrains will endeavor to provide notice to Beta Tester regarding termination of the Beta Period prior to such termination, but such notice is not guaranteed. Upon termination of the Beta Period, Beta Tester’s use of the Service will automatically terminate, and Beta Tester will no longer have access to the Service or any of Beta Tester’s Data.

JETBRAINS DOES NOT GUARANTEE THAT ANY OF BETA TESTER’S DATA AND/OR ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR BETA TESTER DURING THE BETA PERIOD WILL BE STORED OR AVAILABLE UPON EXPIRATION OF THE BETA PERIOD. Beta Tester is responsible for taking measures to prevent loss or damage of its data upon expiration of the Beta Period.

4. OWNERSHIP; DATA
(a) JetBrains retains ownership of all proprietary rights in the Service and the Software associated or displayed with the Service, and in all related trade names, trademarks and service marks, as well as all aggregated and anonymized data resulting from or related to Beta Tester’s use of the Service and Software.
(b) JetBrains does not acquire any rights in Beta Tester’s Data transmitted, collected or created by Subsciber via the Service. Beta Tester retains ownership of all proprietary rights in the Beta Tester’s Data.
(c) During the Beta Period, JetBrains will collect data about how Users use the Service, including, but not limited to, which features are used, dates and times of use, frequency of use and length of sessions, and other interactions with features of the Service. These data will be associated with the unique identifiers that are assigned to each User. JetBrains will combine these data with other data in our user database, such as subscription fees, in order to improve the Service based on usage. JetBrains will create indicators using aggregate data in order to improve the Service, and these indicators will not include information that specifically identifies Users. However, because some of the information used to generate these anonymous indicators will be obtained from JetBrains’ user database, and because the user database and the database that will store Service usage data will both include the unique identifier that is assigned to each User, IT WILL BE POSSIBLE FOR JETBRAINS TO ASSOCIATE USAGE DATA WITH SPECIFIC USER NAMES AND OTHER USER INFORMATION JETBRAINS COLLECTS.

Except as otherwise stated in this Agreement, JetBrains’ use of Beta Tester’s Data will be in accordance with JetBrains’ privacy policy found here:(https://www.jetbrains.com/company/privacy.html).

5. INDEMNIFICATION

Beta Tester will defend, indemnify, and hold harmless JetBrains, its affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning:

(a) use of the Service by Beta Tester or any User (including any activities under Beta Tester’s URL and use by Beta Tester’s employees and personnel);
(b) breach of this Agreement or violation of applicable law by Beta Tester or any User;
(c) Beta Tester’s Data or the combination of Beta Tester’s Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Beta Tester’s Data or by use, development, design, production, advertising or marketing of Beta Tester’s Data; or
(d) a dispute between Beta Tester and any User.
6. DISCLAIMER

The Service is currently under development and testing by the JetBrains and it may not operate properly. All use of the Service is at Beta Tester’s own risk. JETBRAINS DOES NOT WARRANT THAT (I) IT WILL DEVELOP OR MAKE AVAILABLE ENHANCEMENTS OR MODIFICATIONS OF THE SERVICE OR SOFTWARE, OR THAT (II) THE SERVICE WILL EVER BE FORMALLY RELEASED OR GENERALLY AVAILABLE. ANY MODIFICATIONS BY JETBRAINS TO THE SOFTWARE OR SERVICE DURING THE BETA PERIOD OR AT ANY OTHER TIME PRIOR TO A GENERAL RELEASE MAY RESULT IN THE LOSS OR DESTRUCTION OF BETA TESTER’S DATA, AND JETBRAINS DOES NOT WARRANT THAT CHANGES TO THE SOFTWARE OR SERVICE WILL BE “BACKWARD COMPATIBLE.“ THE SERVICE AND THE ASSOCIATED SOFTWARE ARE PROVIDED “AS IS.” JETBRAINS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE AND/OR SOFTWARE, INCLUDING ANY WARRANTY THAT THE SERVICE AND/OR SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING BETA TESTER´S DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, JETBRAINS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

7. LIMITATIONS OF LIABILITY
(a) JETBRAINS WILL NOT BE LIABLE TO BETA TESTER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA), EVEN IF JETBRAINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, JETBRAINS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

1) BETA TESTER’S INABILITY TO USE THE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR BETA TESTER’S USE OF THE SERVICE AND/OR SOFTWARE;

2) JETBRAINS’ DISCONTINUATION OF THE SERVICE AND/OR SOFTWARE;

3) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE AND/OR SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;

4) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE OR SOFTWARE;

5) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY BETA TESTER IN CONNECTION WITH THIS AGREEMENT OR BETA TESTER’S USE OF OR ACCESS TO THE SERVICE AND/OR SOFTWARE; OR

6) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF BETA TESTER’S DATA.

(b) IN ANY CASE, JETBRAINS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE SUM OF US$500.00.
(c) JetBrains will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
8. TERMINATION
(a) This Agreement takes effect when Beta Tester clicks an “I Accept” button or check box presented with this Agreement (the “Effective Date”) and shall continue for the Beta Period until terminated by either party as provided herein.
(b) JetBrains may terminate this Agreement or Beta Tester’s right to use the Service or any portion of the Service at any time immediately upon notice to Beta Tester.
(c) Beta Tester may terminate this Agreement and cease all use of the Service at any time.
9. NOTICES
(a) JetBrains may provide any notice to Beta Tester under this Agreement by posting a notice on the JetBrains Site or sending a message to Beta Tester’s email address. Notices that JetBrains provides by posting on the JetBrains Site will be effective upon posting and notices JetBrains provides by email will be effective when JetBrains sends the email message. It is Beta Tester’s responsibility to keep Beta Tester’s email address current.
(b) To give JetBrains any notice under this Agreement, Beta Tester shall contact JetBrains by fax at +420 241 722 540, by email at sales@jetbrains.com, or by personal delivery, overnight courier or registered or certified mail to JetBrains as specified in this Agreement.JetBrains may update the facsimile number, address or email for notices to JetBrains by posting a notice on JetBrains Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent. Notices provided by email will be effective next business day after they are sent.
10. CLOSING PROVISIONS
(a) This Agreement is governed by laws of Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators in accordance with the Rules of that Arbitration Court.
(b) This Agreement may not be modified except in a written document signed by both parties.
(c) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
(d) There are no third-party beneficiaries to this Agreement.
(e) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

For exceptions or modifications to this Agreement, please contact Licensor at:

Address: Na hrebenech II 1718/10, Prague, 14700, Czech Republic

Fax: +420 241 722 540

E-mail: sales@jetbrains.com