Tachi Labs End User License Agreement

Version: 1.0.0 Effective Date: January 20, 2026

This End User License Agreement, including any applicable Order Form or online registration or purchase flow that incorporates this Agreement by reference (this “Agreement”), is a binding agreement between Tachi Labs LLC, a Colorado limited liability company (“Tachi Labs”), and the person or entity that accepts this Agreement as described below (“Customer”). This Agreement governs Customer’s access to and use of Tachi Labs’ software and related services, including any plug-ins, extensions, or add-ons made available by Tachi Labs through the JetBrains Plugin Marketplace or other JetBrains-branded distribution channels (collectively, the “JetBrains Plugin Marketplace”). Customer acknowledges and agrees that (a) Tachi Labs, and not JetBrains s.r.o. or any of its affiliates (collectively, “JetBrains”), is the licensor of the Software (as defined below); (b) JetBrains is not a party to this Agreement; and (c) JetBrains has no responsibility or liability of any kind under or in connection with this Agreement, the Software, or any related services, except to the extent that JetBrains expressly assumes such responsibility under a separate written agreement with Customer.

TACHI LABS PROVIDES THE SOFTWARE AND SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY (A) CLICKING AN “ACCEPT” OR “AGREE” BUTTON, CHECKBOX, OR OTHER MECHANISM PROVIDED IN AN ORDER FORM, ONLINE CHECKOUT, ACCOUNT REGISTRATION PAGE, JETBRAINS PLUGIN MARKETPLACE PAGE, OR IN ANY TACHI LABS SOFTWARE OR WEB OR MOBILE INTERFACE; (B) DOWNLOADING, INSTALLING, OR ENABLING THE SOFTWARE FROM OR THROUGH THE JETBRAINS PLUGIN MARKETPLACE; OR (C) EXECUTING A WRITTEN AGREEMENT, STATEMENT OF WORK, OR ORDER FORM SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CUSTOMER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, YOU (I) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (II) REPRESENT AND WARRANT THAT: (1) YOU ARE 18 YEARS OF AGE OR OLDER; AND (2) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, TACHI LABS WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO CUSTOMER, AND YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE OR DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR CUSTOMER’S ACCEPTANCE OF ITS TERMS, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, WITH RESPECT TO ANY SOFTWARE OR SERVICE THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OR INSTANCE PROVIDED BY TACHI LABS OR ITS AUTHORIZED RESELLERS OR THROUGH THE JETBRAINS PLUGIN MARKETPLACE IN ACCORDANCE WITH THE APPLICABLE MARKETPLACE TERMS. FOR THE AVOIDANCE OF DOUBT, JETBRAINS IS NOT RESPONSIBLE FOR AND DOES NOT PROVIDE, MANAGE, OR ADMINISTER ANY LICENSES OR SUBSCRIPTIONS FOR THE SOFTWARE EXCEPT AS EXPRESSLY STATED IN THE JETBRAINS PLUGIN MARKETPLACE TERMS, AND ANY SUCH INVOLVEMENT BY JETBRAINS DOES NOT MAKE JETBRAINS A PARTY TO THIS AGREEMENT.

Notice Regarding Open Source, Codec and Third-Party Components: The Software and any related services may include or be distributed with third-party software, open source software, codecs, libraries, data, or hosted services that are subject to separate license or service terms (collectively, “Third-Party Components”). A non-exhaustive list of certain Third-Party Components and the applicable license notices, obligations, and disclaimers may be made available by Tachi Labs in an attachment, schedule, or online at a URL designated by Tachi Labs from time to time (collectively, “Third-Party Notices”). Third-Party Components remain subject to their own licenses or service terms and Customer agrees to comply with those terms. To the extent any Third-Party Component requires distribution of source code, attribution, notice, or other action, the applicable obligations are set forth in the applicable Third-Party Notices. Customer acknowledges that Tachi Labs disclaims warranties and liability with respect to Third-Party Components to the extent permitted by their respective terms, and that nothing in this Agreement operates to override or remove Customer’s obligations under such third-party terms.

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

    “Authorized Users” means the individual employees, contractors, agents, or other individuals under Customer’s control who are authorized by Customer to use the Software and Services in accordance with this Agreement and for whom Customer has obtained the applicable rights or subscriptions under an Order Form, online purchase or registration flow, or JetBrains Plugin Marketplace transaction. Authorized Users may be identified by named user, email address, or other account identifier, and the maximum number of Authorized Users or seats is as specified in the applicable Order Form or marketplace purchase records.

    “Documentation” means Tachi Labs’ user manuals, installation guides, technical specifications, online help pages, and other written or electronic materials relating to the Software or Services that Tachi Labs makes available to Customer, including materials made available via a Tachi Labs website, customer portal, or provided with the Software.

    “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

    “Fees” means the fees, including all taxes thereon, paid or required to be paid by Customer for the licenses, subscriptions, and any related services (including support, implementation, or professional services) provided under this Agreement, as set forth in an applicable Order Form or online purchase or account registration flow.

    “Order Form” means any order form, statement of work, online checkout, or similar ordering document or page that (i) references or incorporates this Agreement, and (ii) is submitted by or on behalf of Customer and accepted by Tachi Labs (including by confirmation email or provisioning of access), for Customer’s purchase of licenses, subscriptions, or services under this Agreement, and which specifies the applicable Software or services, subscription term, Authorized Users or usage limits, Fees, and other transaction-specific terms. For clarity, purchase or subscription configuration pages and associated records in the JetBrains Plugin Marketplace that identify Tachi Labs as the vendor or publisher of the Software will be deemed Order Forms for purposes of this Agreement.

    “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

    “Software” means the object code form of Tachi Labs’ proprietary software products and any associated mobile applications, browser-based clients, or integrated development environment (IDE) plug-ins or extensions (including for JetBrains IDEs) identified in an applicable Order Form, JetBrains Plugin Marketplace listing, or online account registration, including any Updates provided to Customer pursuant to this Agreement. Depending on the Order Form, the Software may be provided for installation on Customer systems (including as an IDE plugin), for access on a hosted or software-as-a-service (“SaaS”) basis from infrastructure operated by or on behalf of Tachi Labs, or both. Certain Software features may require periodic network connectivity for license verification or access to cloud-based functionality, as further described in the Documentation.

    “Third Party” means any Person other than Customer or Tachi Labs.

    “Updates” means any updates, bug fixes, patches, or other error corrections to the Software or related cloud services that Tachi Labs generally makes available to similarly situated customers, including distribution of such Updates during an active subscription term, but excluding any new versions, new releases, or new products that Tachi Labs markets and sells separately.

    “JetBrains Administered License” means any license, subscription, or entitlement for the Software for which JetBrains, in its discretion, (a) records the purchase, (b) exposes license keys or other activations to Customer, and/or (c) provides technical mechanisms within JetBrains products or services to validate Customer’s entitlement to use the Software, in each case as permitted under JetBrains’ terms with Tachi Labs.

    “Fallback License” means, if and only to the extent expressly stated in an applicable Order Form or JetBrains Plugin Marketplace listing, a perpetual license to continue using a fallback version of the Software (specifically, the version that was available twelve (12) months prior to the end of Customer’s subscription) after such subscription expires or terminates, as further described in Section 12(f). A Fallback License may be administered by either Tachi Labs or JetBrains, as specified in the applicable Order Form or marketplace listing. For clarity, not all products or listings sold under this Agreement include a Fallback License right.

    “JetBrains Plugin Marketplace” means the online marketplace and related services operated by JetBrains through which Tachi Labs may list, distribute, and (where applicable) monetize the Software, together with any successor or replacement marketplace operated by JetBrains for JetBrains IDE plugins.

    “Individual User” means a natural person who obtains a license or subscription to the Software for personal or independent professional use and not on behalf of any Organization.

    “Organization” means a company, partnership, sole proprietorship, government agency, educational institution, non-profit, or other legal entity on whose behalf a license or subscription to the Software is obtained and which is responsible for managing Authorized Users under such license or subscription.

    “Anonymized” or “Anonymization” means data that has been processed in such a manner that it does not relate to an identified or identifiable natural person and cannot reasonably be used, alone or in combination with other data reasonably available to Tachi Labs, to re-identify a specific natural person, taking into account the means reasonably likely to be used as of the time of processing.

    “De-identified” or “De-identification” means data that has been processed to remove, obfuscate, or replace direct identifiers (such as names, personal email addresses, or government-issued identifiers) so that the data cannot reasonably be used by Tachi Labs, alone or in combination with other data reasonably available to Tachi Labs, to identify a specific natural person, taking into account the means reasonably likely to be used as of the time of processing.

    “Pseudonymous Data” or “Pseudonymized Data” means data relating to an individual that cannot be attributed to a specific natural person by Tachi Labs without the use of additional information (such as a separate key or mapping) kept separately and subject to technical and organizational measures to ensure non-attribution. Pseudonymous Data may include locally generated or system-generated identifiers (for example, a device ID, installation ID, or system UUID) that are not, on their own, reasonably linkable by Tachi Labs to an identified or identifiable natural person. For the avoidance of doubt, where and to the extent required under Applicable Data Protection Law, Pseudonymous Data may still be treated as personal data; however, for purposes of this Agreement, Pseudonymous Data used as described in Section 9(b) will be treated as not identifying Customer or any specific individual.

  2. License Grant and Scope. The Software is licensed, and any hosted components are made available, on a subscription or other term-limited basis as specified in the applicable Order Form or JetBrains Plugin Marketplace transaction. Access and use may require license keys, account credentials, or other technical controls issued or enabled by Tachi Labs or, in the case of a JetBrains Administered License, by or through JetBrains’ licensing systems, and may require periodic on-line verification to validate license or subscription status as described in the Documentation. Except as expressly permitted in this Agreement or an applicable Order Form, the license is not transferable to third parties and sublicensing is prohibited. Subject to and conditioned upon Customer’s timely payment of all applicable Fees and Customer’s compliance with all terms and conditions of this Agreement, Tachi Labs hereby grants Customer a non-exclusive, non-transferable (except as expressly permitted in Section 17(e)), non-sublicensable, limited right during the applicable subscription or license term to:

    1. download, install, and run, in accordance with the Documentation, the on-premise Software on computers or devices owned or leased and controlled by Customer as set forth in the applicable Order Form or JetBrains Plugin Marketplace purchase records. For clarity, Customer may install the Software in multiple IDE instances on the same device (for example, if Customer has multiple JetBrains IDEs installed on a single computer). In addition to the foregoing, Customer may make one (1) archival copy and reasonable backup copies of the on-premise Software solely for Customer’s internal record-keeping and disaster recovery purposes; any backup or archival copy may be used only to replace an installed copy that is inoperable, and Customer must promptly uninstall and delete any replaced copy. All use of the Software that requires a license key or similar mechanism must be activated using credentials or keys issued by Tachi Labs or, where applicable, by or via JetBrains’ licensing systems and may be subject to periodic online verification as described in the Documentation. All copies of the Software made or maintained by Customer:

      1. will be the exclusive property of Tachi Labs;

      2. will be subject to the terms and conditions of this Agreement; and

      3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

    2. access (for hosted or SaaS components) and use and run the Software as properly installed or provisioned in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Customer’s internal business purposes. Remote access, hosting for third parties, or use of the Software to provide services to third parties (including as a service bureau or managed service) is prohibited except as otherwise expressly authorized in writing by Tachi Labs.

    3. download or otherwise make one (1) copy of the Documentation per copy of the Software permitted to be installed or accessed in accordance with this Agreement and use such Documentation solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation made by Customer:

      1. will be the exclusive property of Tachi Labs;

      2. will be subject to the terms and conditions of this Agreement; and

      3. must include all Intellectual Property Rights notices contained in the original.

    4. transfer any installed copy of the on-premise Software from one computer or device to another within Customer’s control, provided that (i) the number of actively used instances does not exceed the number of licenses or seats purchased and, where applicable, allocated to Authorized Users as set forth on the applicable Order Form or JetBrains Plugin Marketplace purchase records; provided, however, that Individual Users may maintain installations on multiple personal devices owned or controlled by that Individual User for convenience, so long as only that Individual User uses such installations, (ii) each transfer deactivates the Software on the source machine and activates it on the destination machine using Tachi Labs’ or JetBrains’ license management system or by following Tachi Labs’ documented transfer procedure, and (iii) Customer does not otherwise distribute, sublicense, publish, rent, lease, or otherwise make the Software available to any Third Party. License validation may require periodic connection to Tachi Labs’ or JetBrains’ license or account services, and repeated failure to permit verification may result in temporary suspension of the license or access until connectivity is restored. Customer shall not replicate, distribute, or otherwise make available the Software beyond the limited rights expressly granted herein.

    If and to the extent that Customer obtains a JetBrains Administered License, Customer acknowledges that (A) JetBrains may provide certain technical or commercial services (such as license key issuance, entitlement tracking, or payments processing) solely as a service provider to Tachi Labs and/or Customer; (B) Tachi Labs remains the sole licensor of the Software under this Agreement; and (C) JetBrains has no obligation to provide support, maintenance, warranties, or remedies with respect to the Software unless JetBrains expressly agrees otherwise in a separate agreement with Customer. If, for any reason, a JetBrains Administered License cannot be issued or maintained, Customer’s subscription or license rights will, subject to Customer’s payment of applicable Fees and continued compliance with this Agreement, continue unchanged for the remainder of the applicable subscription or license term, and Tachi Labs will administer such subscription or license directly. Customer shall cooperate with any reasonable steps required to transition license administration from JetBrains to Tachi Labs. For clarity, such administrative transition does not alter the subscription term, scope of license rights, or any other substantive terms, and does not itself trigger or constitute a Fallback License as defined in Section 12(f).

    For clarity, (i) where Customer is an Individual User, the license granted under this Section 2 is personal to that Individual User, and the Software may be installed on such Individual User’s devices in accordance with this Section 2 solely for that Individual User’s own use and benefit; and (ii) where Customer is an Organization, the Organization may permit its Authorized Users to use the Software under Customer’s licenses or seats, but remains responsible for assigning, managing, and tracking such Authorized Users and ensuring that the number of concurrent Authorized Users and installations does not exceed the quantities purchased and, where applicable, configured in the JetBrains Plugin Marketplace or Tachi Labs’ systems.

  3. Third-Party Materials. The Software and any related services may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Tachi Labs and that are provided to Customer on license or service terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of certain materials included in the Software or services and provided under Third-Party Licenses may be set forth in an attachment, schedule, or on a Tachi Labs website designated for that purpose. Customer is bound by and shall comply with all Third-Party Licenses and open source license obligations. Any breach by Customer or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.

  4. Data Ownership. All recordings, transcripts, notes, metadata, configuration files, logs, and other data, content, or information created, uploaded, captured, submitted, or otherwise generated by Customer or Customer’s Authorized Users through the Software or related services (collectively, “User Data”) are and will remain the sole and exclusive property of Customer, as between Customer and Tachi Labs. Tachi Labs claims no ownership of User Data. Customer grants Tachi Labs a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use User Data: (a) to provide, maintain, secure, and support the Software and any related services; (b) to diagnose and fix technical problems; (c) to comply with lawful requests from government authorities or courts; and (d) to operate, analyze, and improve Tachi Labs’ products and services, provided that for clause (d) Tachi Labs will use User Data only in aggregated or de-identified form that does not identify Customer or any individual. Tachi Labs will not sell User Data or use User Data to market other products directly to Customer’s end users except as expressly permitted in writing by Customer.

  5. Use Restrictions. Customer shall not, and shall require its Authorized Users not to, directly or indirectly:

    1. use (including make any copies of) the Software or Documentation beyond the scope of the rights granted under 2;

    2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Customer, with access to or use of the Software or except as expressly permitted by this Agreement (for clarity, Customer may transfer licensed copies between Customer-controlled devices in accordance with Section 2(d) but may not distribute or sublicense the Software to Third Parties);

    3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

    4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

    6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

    7. except as expressly set forth in this Agreement and Section 2(d), copy the Software or Documentation, in whole or in part;

    8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

    9. use the Software or Documentation in violation of any law, regulation, or rule; or

    10. use the Software or Documentation for purposes of competitive analysis of the Software or services, the development of a competing software product or service, or any other purpose that is to Tachi Labs’ commercial disadvantage, including any attempt to reverse engineer, benchmark to create competing features, or otherwise derive competitive intelligence from the Software or Documentation; or

    11. AI Services Integration. The restrictions in Section 5(h) shall not prohibit Customer’s use of the Software through or in connection with third-party AI services, chatbots, large language models, or similar technologies (“AI Services”), provided that: (i) such use is solely for Customer’s own internal business purposes or, in the case of Individual Users, personal or professional use; (ii) Customer maintains an active, valid license or subscription for the Software; (iii) the AI Service acts solely as an interface or agent through which Customer or Customer’s Authorized Users interact with or invoke the functionality of the Software; (iv) the Software itself is not sublicensed, distributed, or made directly accessible to the AI Service provider or to other end users of the AI Service; and (v) Customer remains fully responsible for all use of the Software through such AI Services and ensures such use complies with all terms of this Agreement.

    Responsibility for Use of Software. Customer is responsible and liable for all uses of the Software, services, and Documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Software, services, and Documentation by its Authorized Users or by any other Person to whom Customer or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement. Customer is solely responsible for the collection, storage, protection, backup, and lawful processing of any User Data, and for obtaining any consents or authorizations required under applicable privacy, data protection, wiretapping, or other laws or rules in connection with the collection, recording, transmission, storage, reproduction, or retention of User Data.

  6. Permitted Ecosystem Development. Notwithstanding the restrictions in Sections 5(c), (d), and (e), the following activities are expressly permitted: (i) Third-party developers may use any public APIs, interfaces, or extension points that Tachi Labs expressly designates as available for third-party development in published developer documentation or guidelines available on Tachi Labs’ website or developer portal; (ii) Third-party developers may create plugins, extensions, or integrations that interoperate with the Software through such public APIs or extension points, provided such development does not involve deobfuscation of obfuscated code or circumvention of technical protection measures; (iii) Developers may perform such limited reverse engineering as is reasonably necessary to understand and use such public APIs, solely to the extent permitted by applicable law and solely for purposes of developing compatible, interoperating products. Any permitted development under this Section 5(k) remains subject to all other restrictions in this Agreement and any additional terms set forth in Tachi Labs’ published developer guidelines.

  7. Compliance Measures.

    1. The Software may contain technological copy protection and other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under 5. Customer shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

    2. Compliance Verification. (i) Enterprise and Large Organization Customers: For Organizations that (A) have fifty (50) or more Authorized Users, or (B) have entered into a separate written agreement directly with Tachi Labs: On an annual basis, and otherwise on Tachi Labs’ written request, Customer shall conduct a review of its and its Authorized Users’ use of the Software and certify to Tachi Labs in a written instrument signed by an officer of Customer that it is in full compliance with this Agreement or, if Customer discovers any noncompliance:

      1. Customer shall immediately remedy such noncompliance and provide Tachi Labs with written notice thereof. Customer shall provide Tachi Labs with all access and assistance as Tachi Labs reasonably requests to further evaluate and remedy such noncompliance.

      2. If Customer’s use of the Software exceeds the number of copies, Authorized Users, or other usage limits permitted under the applicable Order Form or this Agreement, Tachi Labs shall have the remedies set forth in this Agreement, including those in Section 7(d).

      3. All Other Customers: For Individual Users, small Organizations, and customers with JetBrains Administered Licenses: Customer agrees to cooperate reasonably with any compliance inquiry from Tachi Labs, which may include responding to questions about Customer’s use of the Software or, if applicable, providing evidence of license activation and usage. Tachi Labs may also verify compliance through automated license verification mechanisms built into the Software or administered through JetBrains’ licensing systems.

    3. During the Term, Tachi Labs may, in Tachi Labs’ sole discretion, audit Customer’s use of the Software to ensure Customer’s compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than thirty (30) days’ prior notice to Customer, and (ii) no more than two (2) audits may be conducted in any twelve (12) month period except for good cause shown. Tachi Labs also may, in its sole discretion, audit Customer’s systems within six (6) months after the end of the Term to ensure Customer has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. Customer shall reasonably cooperate with Tachi Labs’ personnel conducting such audits and provide all reasonable access requested by Tachi Labs to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Tachi Labs shall only examine information directly related to Customer’s use of the Software. Tachi Labs shall conduct audits only during Customer’s normal business hours and in a manner that does not unreasonably interfere with Customer’s business operations.

    4. If an audit or any of the measures taken or implemented under this 7 determines that Customer’s use of the Software exceeds or exceeded the use permitted by this Agreement then:

      1. Customer shall, within thirty (30) days following the date of such determination or Tachi Labs’ written notification thereof, pay to Tachi Labs the retroactive Fees for such excess use and, unless Tachi Labs terminates this Agreement pursuant to its rights hereunder, obtain and pay for a valid license or subscription to bring Customer’s use into compliance with this Agreement. In determining the Fees payable pursuant to the foregoing, (x) unless Customer can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Tachi Labs hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses or subscriptions shall be determined without regard to any discount to which Customer may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).

      2. If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%), Customer shall also pay to Tachi Labs, within thirty (30) days following the date of Tachi Labs’ written request therefor, Tachi Labs’ reasonable costs incurred in conducting the audit.

      3. If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%), Tachi Labs shall also have the right to terminate this Agreement and the licenses granted hereunder, effective immediately upon written notice to Customer.

    Tachi Labs’ remedies set forth in this Section 7(d) are cumulative and are in addition to, and not in lieu of, all other remedies Tachi Labs may have at law or in equity, whether under this Agreement or otherwise.

  8. Maintenance and Support.

    1. Subject to Section 8(c), the rights granted hereunder may entitle Customer to software maintenance and support services, and/or support for hosted services, as described in an applicable Order Form or in Tachi Labs’ then-current support policies made available on a Tachi Labs website or customer portal, for the duration of the applicable subscription or license term and thereafter solely if Customer purchases additional support services.

    2. Maintenance and support services will include provision of Updates. Updates include bug fixes, security patches, and minor improvements that Tachi Labs routinely distributes to eligible customers, but do not include new major versions, new modules, or separate new products (which Tachi Labs may offer as separate, paid products or upgrades). Tachi Labs may develop and provide Updates in its sole discretion, and Customer agrees that Tachi Labs has no obligation to develop any Updates at all or for particular issues. Customer further agrees that all Updates will be deemed Software (and, if applicable, part of the hosted services), and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Customer acknowledges that Tachi Labs may provide Updates via download from a website designated by Tachi Labs or via automatic deployment to hosted services or connected clients, and that Customer’s receipt thereof may require an internet connection. Tachi Labs has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software or new services that Tachi Labs may issue as a separate or new product, and Tachi Labs may determine whether any issuance qualifies as a new version, new release, or Update in its reasonable discretion.

    3. Tachi Labs reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Customer’s registration of the applicable copy, instance, or account for the Software or services for which support is requested. Tachi Labs has no obligation to provide maintenance and support services, including Updates:

      1. for any but the most current or immediately preceding version or release of the Software or hosted service;

      2. for any copy or instance of the Software for which all previously issued Updates made available to Customer have not been installed or applied;

      3. if Customer is in breach under this Agreement; or

      4. for any Software or service component that has been modified other than by or with the authorization of Tachi Labs, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by Tachi Labs in writing.

  9. Collection, Privacy, and Use of Information.

    1. Customer acknowledges that Tachi Labs may, directly or indirectly through the services of Third Parties, collect and store information regarding Customer’s authorized use of the Software and services and about equipment or environments on which the Software is installed or through which it otherwise is accessed and used, by means of: (i) license, subscription, and security checks associated with Tachi Labs’ account and license management systems; (ii) the provision of maintenance and support services; and (iii) diagnostic, telemetry, and crash reporting functionalities included in the Software or services. Such information may include machine or device identifiers, account identifiers, license or subscription status, timestamps of verification events, configuration data, usage metrics, crash reports, performance data, and similar technical or operational data, but does not include the substantive content of User Data except as specified in Section 9(b).

    2. Customer agrees that Tachi Labs may use information collected under Section 9(a) for purposes related to the operation, security, support, billing, and enforcement of the licenses and services for the Software, including but not limited to improving the performance, reliability, and user experience of the Software and services, delivering Updates, and verifying Customer’s compliance with the terms of this Agreement. Notwithstanding the foregoing, as between the parties Customer (and not Tachi Labs) shall retain all right, title, and interest in and to all User Data (including any content, recordings, transcripts, notes, metadata, and other output generated by Customer’s use of the Software or services). Tachi Labs shall have no ownership rights in User Data, and Tachi Labs’ access to or use of User Data shall be limited to: (i) processing directed by Customer (including for support, implementation, or integration, as agreed by the parties); (ii) processing required to perform the license, subscription, and support obligations described in this Agreement; and (iii) uses required by applicable law, regulation, or court order. Without limiting the foregoing, Tachi Labs may create and use anonymized, De-identified, and/or aggregated information, including information that incorporates or is derived from Pseudonymous Data (such as locally generated or system-generated identifiers that are not, on their own, reasonably linkable by Tachi Labs to a specific natural person), for product improvement, analytics, benchmarking, and industry research, provided that such information does not identify Customer or any specific individual natural person and is not used by Tachi Labs to attempt to re-identify any such individual.

      Processing of personal data in connection with the Software and services is further subject to Tachi Labs’ then-current privacy policy, which describes Tachi Labs’ general data handling practices and is made available at a URL designated by Tachi Labs from time to time (the “Privacy Policy”). The Privacy Policy is incorporated into this Agreement by reference for informational purposes only and does not itself create any direct contractual obligations for JetBrains. If Customer is an Organization and requires a separate data processing agreement, data protection addendum, or similar instrument (“DPA”), the parties may enter into a DPA in writing. Upon execution by both parties, the DPA will be incorporated into and form part of this Agreement and, in the event of a conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA will control.

  10. Intellectual Property Rights. Customer acknowledges and agrees that the Software, services, and Documentation are provided under license or subscription, and not sold, to Customer. Customer does not acquire any ownership interest in the Software, services, or Documentation under this Agreement, or any other rights thereto, other than the limited rights to use the same in accordance with the license or subscription granted and subject to all terms, conditions, and restrictions under this Agreement. Tachi Labs and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software, services, Documentation, and all Intellectual Property Rights arising out of or relating thereto, except as expressly granted to Customer in this Agreement. Notwithstanding anything to the contrary herein, as between the parties Customer retains all right, title, and interest in and to all User Data. Customer shall use commercially reasonable efforts to safeguard all Software, services access credentials, and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Tachi Labs if Customer becomes aware of any infringement of Tachi Labs’ Intellectual Property Rights in the Software, services, or Documentation and shall fully cooperate with Tachi Labs, at Tachi Labs’ expense where required by Tachi Labs, in any legal action taken by Tachi Labs to enforce its Intellectual Property Rights.

  11. Payment. All Fees are payable in advance in the manner set forth in the applicable Order Form or online purchase or invoicing terms and are non-refundable, except as may be expressly set forth in this Agreement or in the applicable Order Form. Any renewal of the licenses, subscriptions, or maintenance and support services hereunder shall not be effective until the Fees for such renewal have been paid in full or otherwise duly authorized (including via automatic renewal, if agreed by the parties in the Order Form or online account settings). For subscriptions purchased through the JetBrains Plugin Marketplace, Customer acknowledges and agrees that: (a) JetBrains acts solely as a reseller, payment processor, and/or agent for Tachi Labs in collecting and processing payments; (b) the contractual relationship for the Software license is exclusively between Customer and Tachi Labs, not JetBrains; (c) JetBrains will collect Fees on behalf of Tachi Labs and remit such Fees to Tachi Labs less any applicable commissions or platform fees; (d) purchase confirmations, receipts, or records provided by JetBrains or accessible through Customer’s JetBrains account constitute valid proof of purchase and license entitlement under this Agreement; and (e) JetBrains has no obligation to provide refunds, support, or other remedies with respect to the Software except as may be expressly required under separate JetBrains Marketplace policies applicable to all marketplace vendors.

  12. Term, Renewal, and Termination.

    1. This Agreement commences on the earlier of (i) the date Customer first accepts this Agreement as described in the preamble, including by downloading, installing, or enabling the Software from the JetBrains Plugin Marketplace, or (ii) the effective date of the first Order Form or JetBrains Plugin Marketplace transaction that incorporates this Agreement. Each license or subscription purchased under an Order Form or JetBrains Plugin Marketplace transaction will begin on the start date specified in that Order Form, marketplace listing, or associated purchase record or, if none is specified, when Tachi Labs or, in the case of a JetBrains Administered License, JetBrains first makes the applicable Software or services available to Customer (the “Initial Term”). Unless otherwise stated in an applicable Order Form or JetBrains Plugin Marketplace listing, each Initial Term shall continue for one (1) year and shall renew for successive one (1) year renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term, or unless terminated earlier as set forth herein. Notwithstanding the foregoing, for subscriptions purchased through the JetBrains Plugin Marketplace: (A) Renewal and cancellation shall be governed by Customer’s subscription settings in Customer’s JetBrains account and the applicable JetBrains Marketplace terms; (B) Customer may cancel or disable automatic renewal at any time through Customer’s JetBrains account in accordance with JetBrains’ then-current policies; and (C) The thirty (30) day written notice requirement shall not apply to marketplace subscriptions.

    2. Customer may terminate this Agreement (and any then-current subscriptions or licenses) by ceasing to use and destroying or permanently deleting all copies of any on-premise Software and Documentation in its possession or control, discontinuing access to any hosted services, and providing Tachi Labs written notice of termination. Termination by Customer does not affect Customer’s ownership of User Data except to the extent Customer elects to have Tachi Labs perform data export, deletion, or other services under a separate agreement or as required by applicable law.

    3. Tachi Labs may terminate this Agreement, and/or any or all Order Forms or subscriptions hereunder, effective upon written notice to Customer, if Customer materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Tachi Labs provides written notice thereof.

    4. Tachi Labs may terminate this Agreement, and/or any or all Order Forms or subscriptions hereunder, effective immediately, if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

    5. Upon expiration or earlier termination of this Agreement or of any particular license or subscription, the rights and licenses granted hereunder with respect to the applicable Software or services shall also terminate, and Customer shall cease using and destroy or permanently delete all copies of any on-premise Software and Documentation related to the terminated rights and, upon Tachi Labs’ request, certify in writing to Tachi Labs that it has done so. No expiration or termination shall affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund, in each case except as expressly set forth in this Agreement or an applicable Order Form.

    6. Perpetual Fallback License. If (and only if) an applicable Order Form expressly states that Customer’s subscription includes a “perpetual fallback license” or similar perpetual fallback right, then, notwithstanding Section 12(e) and subject to this Section 12(f): if Customer maintains an active, paid subscription to the Software for a continuous period of at least twelve (12) consecutive months without interruption or non-payment, and thereafter such subscription expires or is terminated (other than termination by Tachi Labs for Customer’s breach pursuant to Sections 12(c) or 12(d)), Customer shall receive a perpetual, royalty-free, non-exclusive, and non-transferable license to continue using, after such expiration or termination, solely the version of the Software that was made available to Customer at the beginning of the most recent twelve (12) month subscription period immediately preceding such expiration or termination (the “Fallback Version”), subject to the following: (i) The perpetual Fallback License applies only to the Fallback Version and does not include any Updates, new versions, maintenance, or support after the subscription ends; (ii) All restrictions, conditions, and obligations in this Agreement (including any use restrictions and audit rights) continue to apply to Customer’s use of the Fallback Version for so long as Customer continues such use; (iii) The perpetual Fallback License is contingent upon Customer’s timely payment of all Fees for the relevant twelve (12) month period and Customer’s compliance with all material terms of this Agreement during that period; (iv) No perpetual Fallback License is granted if Tachi Labs terminates this Agreement or the applicable subscription for Customer’s breach; and (v) Any perpetual Fallback License is granted and administered solely by Tachi Labs under this Agreement and does not arise from, or depend on, any JetBrains terms or administration. For clarity, if the applicable Order Form does not expressly provide a perpetual fallback license, Customer will have no rights to continue using the Software after expiration or termination except as expressly set forth elsewhere in this Agreement.

  13. Limited Warranties; Exclusive Remedy; Warranty Disclaimer.

    1. Solely with respect to Software or services for which Tachi Labs receives Fees, Tachi Labs warrants that, for a period of thirty (30) days following the initial delivery, provisioning, or activation date for the applicable Software or service as set forth on the Order Form or in Tachi Labs’ records:

      1. any tangible media, if any, on which the Software is provided will be free of material damage and defects in materials and workmanship under normal use; and

      2. the Software or hosted service will substantially contain the functionality described in the applicable Documentation, and when properly installed, configured, and used in accordance with the Documentation, on or with hardware, software, and services meeting the specifications set forth therein, will substantially perform in accordance therewith.

        THE FOREGOING WARRANTIES DO NOT APPLY, AND TACHI LABS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS, INCLUDING OPEN-SOURCE COMPONENTS, CODECS, OR OTHER THIRD-PARTY SOFTWARE, SERVICES, OR MATERIALS IDENTIFIED OR DESCRIBED IN ANY THIRD-PARTY NOTICES.

    2. The warranties set forth in Section 13(a) will not apply and will become null and void if Customer materially breaches any material provision of this Agreement, or if Customer, any Authorized User, or any other Person provided access to the Software or services by Customer or any Authorized User, whether or not in violation of this Agreement:

      1. installs, configures, or uses the Software or services on or in connection with any hardware, software, or services not specified in the Documentation or otherwise expressly authorized by Tachi Labs in writing;

      2. modifies or damages the Software, the media on which it is provided (if any), or the environment in which it operates, including abnormal physical or electrical stress; or

      3. misuses the Software or services, including any use other than as specified in the Documentation or as expressly authorized by Tachi Labs in writing.

    3. If, during the period specified in Section 13(a), any Software or hosted service covered by the warranty set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty pursuant to Section 13(b), Tachi Labs will, subject to Customer’s promptly notifying Tachi Labs in writing of such failure, at its sole option, either:

      1. repair or replace the Software or service, provided that Customer provides Tachi Labs with all information Tachi Labs reasonably requests to resolve the reported failure, including sufficient information to enable Tachi Labs to recreate such failure; or

      2. refund the Fees paid by Customer for the affected Software or hosted service for the then-current Term, subject to Customer’s ceasing all use of and, if requested by Tachi Labs, returning to Tachi Labs or certifying deletion of all copies of any on-premise Software and related Documentation.

        If Tachi Labs repairs or replaces the Software or service, the warranty will continue to run from the initial date specified in Section 13(a), and not from Customer’s receipt of the repair or replacement. The remedies set forth in this Section 13(c) are Customer’s sole and exclusive remedies and Tachi Labs’ sole liability under the limited warranty set forth in Section 13(a).

    4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 13(a), THE SOFTWARE, SERVICES, AND DOCUMENTATION ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TACHI LABS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS (OTHER THAN JETBRAINS), EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, SERVICES, AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TACHI LABS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE DOCUMENTATION), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. JETBRAINS MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, SERVICES, OR DOCUMENTATION AND SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND UNDER THIS AGREEMENT. JETBRAINS’ LIABILITY IS EXCLUDED IN ITS ENTIRETY AS JETBRAINS IS NOT A PARTY TO THE CONTRACTUAL RELATIONSHIP BETWEEN TACHI LABS AND CUSTOMER.

  14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

    1. IN NO EVENT WILL TACHI LABS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM OR APPLICATION INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM OR DATA SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT TACHI LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JETBRAINS’ LIABILITY IS EXCLUDED IN ITS ENTIRETY AS JETBRAINS IS NOT A PARTY TO THE CONTRACTUAL RELATIONSHIP BETWEEN TACHI LABS AND CUSTOMER. CUSTOMER AGREES NOT TO BRING ANY CLAIM AGAINST JETBRAINS IN CONNECTION WITH THE SOFTWARE, SERVICES, OR THIS AGREEMENT, AND JETBRAINS SHALL HAVE NO LIABILITY WHATSOEVER, WHETHER FOR DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY OTHER DAMAGES.

    2. IN NO EVENT WILL TACHI LABS’ AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO TACHI LABS PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE AND SERVICES GIVING RISE TO THE CLAIM DURING (i) THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR SUBSCRIPTIONS PURCHASED THROUGH THE JETBRAINS PLUGIN MARKETPLACE; OR (ii) THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR ALL OTHER LICENSES OR SUBSCRIPTIONS. JETBRAINS’ LIABILITY IS EXCLUDED IN ITS ENTIRETY AS JETBRAINS IS NOT A PARTY TO THE CONTRACTUAL RELATIONSHIP BETWEEN TACHI LABS AND CUSTOMER, AND IN NO EVENT SHALL JETBRAINS HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR ANY SERVICES PROVIDED HEREUNDER.

    3. THE LIMITATIONS SET FORTH IN SECTIONS 14(a) AND 14(b) SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

  15. Export Regulation. The Software and any related technical information may be subject to US and other applicable export control laws and regulations, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software or any related technical information to, or make the Software or such information accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable export control and trade sanctions laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or related technical information available outside the jurisdiction in which it was first provided.

  16. US Government Rights. Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

  17. Miscellaneous.

    1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the state courts located in Denver, Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth on the applicable Order Form (or, for Tachi Labs, to the address specified by Tachi Labs from time to time in the Order Form or on its primary corporate website) shall be effective service of process for any suit, action, or other proceeding brought in any such court. For clarity, this Section 17(a) does not make JetBrains a party to this Agreement or subject JetBrains to the jurisdiction of such courts under this Agreement.

    2. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; or (viii) shortage of adequate power or transportation facilities.

    3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the applicable Order Form or registration or account record (or to such other address as may be designated by a party from time to time in accordance with this Section 17(c)).

    4. This Agreement, together with the Order Form(s), all annexes, schedules, and exhibits attached hereto or thereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Customer and Tachi Labs with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. To the extent required by the JetBrains Plugin Marketplace Standard EULA or similar mandatory marketplace terms applicable to Tachi Labs’ listing of the Software (the “JetBrains Standard Terms”), the parties agree that (i) this Agreement is intended to be consistent with and at least as protective of Tachi Labs as the JetBrains Standard Terms, and (ii) if there is any irreconcilable conflict between this Agreement and the JetBrains Standard Terms that would otherwise result in lesser protection for Tachi Labs, the JetBrains Standard Terms (as between Tachi Labs and Customer) shall be deemed incorporated into this Agreement solely to the minimum extent necessary to resolve such conflict in a manner that is no less protective of Tachi Labs than the JetBrains Standard Terms. Nothing in the foregoing shall be construed to make JetBrains a party to this Agreement.

    5. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Tachi Labs’ prior written consent, which consent Tachi Labs may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Tachi Labs’ prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 17(e) is void. Tachi Labs may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

    6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

    7. Amendments and Modifications. (i) Direct and Enterprise Customers: For customers who have entered into a written agreement directly with Tachi Labs (including signed Order Forms), this Agreement may only be amended by a written agreement signed by both parties. (ii) Marketplace and Online Customers: For all other customers (including JetBrains Plugin Marketplace customers and online purchases), Tachi Labs may amend this Agreement by: (A) Posting the amended Agreement on Tachi Labs’ website and/or the relevant marketplace listing; and (B) Providing notice through one or more of: (1) in-application notification (pop-up, modal, or banner) upon Customer’s next use of the Software; (2) email to any address associated with Customer’s account or license; or (3) notice through the JetBrains Marketplace or account system. Customer’s continued use of the Software after the later of (x) thirty (30) days following such notice, or (y) Customer’s acknowledgment of the notice (if required by the notification), constitutes acceptance of the amended Agreement. If Customer does not accept the amendment, Customer’s sole remedy is to stop using the Software and terminate pursuant to Section 12(b). (iii) Material Adverse Changes: Any amendment that would materially increase Fees for existing subscriptions, materially reduce functionality, or materially diminish Customer’s rights shall not apply to existing subscriptions until the next renewal term, unless Customer expressly consents. (iv) General Waiver Provisions: No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

    9. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

    10. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.