JFROG PLATFORM SANDBOX

TERMS OF SERVICE

THIS JFROG PLATFORM SANDBOX TERMS OF SERVICE (THE “AGREEMENT” or “TERMS”) IS MADE BETWEEN YOU AND JFROG LTD. (“JFROG” OR “WE” OR THE “COMPANY”). PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF AGREEMENT BEFORE ACCEPTING, AND/OR BEFORE REGISTERING FOR THE SERVICE. BY REGISTERING, ACCESING OR USING THE SERVICE (AS DEFINED BELOW), YOU HEREBY: (I) ACCEPT AND AGREE TO THESE TERMS; AND (II) REPRESENT THAT YOU ARE ACTING ON BEHALF OF A COMPANY, ORGANIZATION OR ENTITY, AND THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY, ORGANIZATION OR ENTIY TO THE TERMS AND CONDITIONS SET FORTH HEREIN. JFROG AND YOU MAY BE REFERRED TO IN THIS AGREEMENT, INDIVIDUALLY, AS “PARTY” AND, COLLECTIVELY, AS “PARTIES.”

1.           THE SERVICE.

              1.1.    JFrog Platform is an online service (the “Service”) comprised of various tools and JFrog proprietary software, providing you with a sandbox an end-to-end solution for the management and distribution of your software. This includes: JFrog Artifactory – High Availability, JFrog Xray – High Availability, JFrog Pipelines, JFrog Mission Control, JFrog Insight, JFrog Access, JFrog Artifactory Edge and certain additional features, all as set forth in the applicable order form.

              1.2.    Subject to the terms and conditions of this Agreement, and solely during the limited Trial Term (as defined below) you will be granted with a non-exclusive, non-transferable, limited and fully revocable right to use a sandbox of the Service solely for your internal use on a cloud hosted by Google Cloud Platform’s Orbitera  (“Cloud Platform”), subject to certain limitations that may be set forth by JFrog at its sole discretion. Please note that certain versions of the Services are available on the Cloud Platform and not all of them includes all of the features set forth on Section ‎1.1.

2.           RESTRICTIONS ON USE. Except as expressly permitted by this Agreement, you shall not, nor permit anyone else to, directly or indirectly:

              2.1.     allow others to access or use the Service;

              2.2.     attempt to decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, databases, algorithms, file formats, programming or interoperability interfaces of the Service;

              2.3.     modify, convert, alter, change, manipulate, divide, part or revise the Service, or any part thereof;

              2.4.     assign, sublicense, resell, transfer, distribute, pledge, loan, lease, market, rent, or use the Service in any service bureau arrangement, facility management or third-party training, or otherwise share your rights under this Agreement with any third party;

              2.5.     circumvent, disable or otherwise interfere with security-related features of the System or features that enforce limitations on its use;

              2.6.     delete or in any manner remove or alter our trade names, copyright, trademarks, service marks, logos, domain names, and other distinctive brand features and notices;

              2.7.     use the Service to transmit, distribute, or otherwise make available through or in connection with the Service, any computer code, artifact, component or any software to any third party which is not you or your affiliate;

              2.8.     transmit any malicious code, viruses, worms or other items of a destructive or deceptive nature into or in connection with the Service;

              2.9.     use the System in a manner that is not in compliance with the Documentation and/or with JFrog's specific instructions;

            2.10.     export any underlying software of the Service in violation of export administration regulations of the United States or any other applicable country; and

            2.11.     use the Service for any purpose or in any manner involving 'Protected Health Information' under HIPAA if you are (or become) a 'Covered Entity' or 'Business Associate' under HIPAA.

3.           TRIAL TERMS

              3.1.    Trial Period. The license to use the Service on the Cloud Platform is provided to you for a limited trial and for testing purposes (“Trial”). The Trial shall commence on the date that we issue you with the login credentials and the applicable access to the Service and will conclude at a time and date specified by JFrog at its discretion (the “Trial Period”). In addition, the Trial shall grant you the ability to use an amount of data (for both storage and transfer) and system resources as shall be defined by us at our sole discretion and may be limited to certain servers and regions of the Cloud Platform (as shall be indicated by JFrog at its sole discretion).

              3.2.    You acknowledge and agree that the terms of this Agreement are applicable and binding upon you during the Trial Period and that: (i) to the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Trial, including any warranty and indemnity obligations; and (ii) we reserve the right to terminate your right to use the System for the Trial during the Trial Period at any time and for any reason in our sole discretion, without any liability to you.

4.           JFROG’S INTELLECTUAL PROPERTY RIGHTS.

              4.1.    For the purpose of this Agreement, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, modifications or corrections thereto, including all derivative works thereof, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

              4.2.    All right, title, and interest in and regarding the Service and the underlying software, and any related documentation, including associated Intellectual Property Rights, are and shall remain with JFrog, our affiliates, subsidiaries and/or their respective suppliers and licensors, and except, as expressly set forth herein, no other rights or licenses are granted or to be implied under any of JFrog’s Intellectual Property Rights. This Agreement does not convey any interest in or to the Service - solely a limited right of use.

              4.3.    Third Party Components. The Service may use or include certain software, files, components and materials that are subject to open source and/or third-party license terms (“Third Party Components”). A list of open sourced Third-Party Components is available as part of the documentation and may be updated from time to time (the "About Box"). With respect to any Third-Party Component that is not open source, we will pass through any warranty we receive from the provider of such Third-Party Component.

              4.4.    JFrog Marks. JFrog's marks and logos and all other proprietary identifiers used by JFrog in connection with the Service (“JFrog Marks”) are all trademarks and/or trade names of JFrog and/or its affiliates. No right, license, or interest to the JFrog Marks is granted hereunder, and any use thereof shall be limited to the terms of the JFrog Brand Guidelines available at https://jfrog.com/brand-guidelines/.

              4.5.    Feedback. If you contact JFrog with feedback data (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and JFrog shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into its products.

              4.6.    Publicity Rights. We may identify you as a customer of ours in our promotional materials, website or other public communications. You hereby grant us a limited and revocable world-wide license to use your company name and logo in connection therewith. You may request that we stop doing so by submitting an email to service@jfrog.com at any time.

5.           CUSTOMER AND ANALYTICAL DATA.

              5.1.    Customer Data. Operation of the Service and the provision of the services hereunder require us to monitor traffic and content (including encrypted content) transmitted by your networks and require you to provide, upload, transmit, or make accessible to us such data (collectively, the “Customer Data”). You hereby agree that we will collect, monitor, store and use the Customer Data, on your behalf, to provide the Service. For the removal of doubt, you will control the access to the Customer Data and have full administrative control over such data, including the right to view or modify it. As between you and us, the intellectual property rights and all other rights, title and interest of any nature, in and to the Customer Data, which may be stored on your database, are and shall remain your exclusive property. We shall be considered granted a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free license to use the Customer Data to provide the Service, during the Subscription Term and in accordance with any applicable privacy laws. Except as set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests in the Customer Data to us or any third party.

              5.2.    Analytical Data. You agree that during the Subscription Term we may collect, use, store and transmit technical and related information that is being collected from your use of the Service (“Analytical Data”), including information that may identify your computer (including the Internet Protocol Address), browser type, operating system, and application usage. Analytical Data is gathered periodically to facilitate the provision of the Service and the underlying software and the Maintenance hereunder, as well as to enable us to provide you with other services. Any Analytical Data gathered shall be used in the aggregate, anonymously and your identity may not be derived from such data.

6.           CONFIDENTIALITY; PRIVACY POLICY.

              6.1.    Each party (the “Receiving Party”) agrees to regard and preserve as confidential all non-public information related to the business activities of the other (the “Disclosing Party”) that is either designated as confidential or was disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgement, to be confidential (“Confidential Information”). The Receiving Party agrees to hold Confidential Information in trust and confidence for the Disclosing Party and not to disclose Confidential Information to any person, firm or enterprise, or use any Confidential Information for its own benefit or the benefit of any other party, unless authorized by the Disclosing Party in writing, and to limit access and disclosure of such Confidential Information to the Receiving Party’s personnel or service providers on a need-to-know basis only. Confidential Information does not include information that is (a) previously known to the Receiving Party, free from any obligation to keep it confidential, (b) publicly disclosed by the Disclosing Party either prior to or subsequent to the receipt by the Receiving Party of such information, (c) independently developed by the Receiving Party without any access to Confidential Information, or (d) rightfully obtained from a third party lawfully in possession of Confidential Information who is not bound by confidentiality obligations to the Disclosing Party. The Receiving Party may disclose Confidential Information if the Receiving Party is required to do so under applicable law, rule or order; provided that the Receiving Party, where reasonably practicable and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure. Upon the earlier of: (i) the termination or expiration of this Agreement and (ii) the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all of the Confidential Information of the Disclosing Party at its possession and will erase all such information from its systems, computer networks and other electronic equipment, provided however, that the Receiving Party may retain copies of the Confidential Information: (i) to the extent required to comply with applicable legal and regulatory requirements; and (ii) any information which is electronically stored in automatic backup, and provided further that such Confidential Information will remain subject to the terms and conditions of this Agreement.

              6.2.    Privacy Policy. Your personal data collected by us during the Term of this Agreement will be treated in accordance with our Privacy Policy, available at: https://jfrog.com/privacy-policy/ and incorporated herein by reference. 

7.           LIMITED WARRANTY; LIMITED LIABILITY.

             7.1.    THE LICENSE TO USE THE SERVICE AS SET FORTH HEREIN IS PROVIDED TO YOU ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. JFROG SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO, ALTERATION AND/OR LOSS TO THE CUSTOMER DATA, EXCEPT TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS DUE TO JFROG’S WILLFUL MISCONDUCT.

              7.2.    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR: (I) ANY DAMAGE TO, WITHOUT LIMITATION, ANY COMPUTER NETWORK, SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE; (II) FOR ASSUMING THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION; AND (III) FOR THE RESULTS OBTAINED FROM YOUR USE OF THE E+ SOFTWARE (INCLUDING ANY REPORTS, LISTS, GRAPHS, INSIGHTS, STATISTICS, ETC.) AS WELL AS FOR ANY DECISIONS YOU MAKE BASED ON SUCH RESULTS. 

              7.3.    IN NO EVENT SHALL JFROG PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY LOSS OR DAMAGE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS AND BUSINESS INTERRUPTION), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF JFROG IS FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING, THE CUMULATIVE LIABILITY THEREUNDER FOR ANY CLAIM RELATING TO THE SYSTEM AND TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED $100.00.

8.           TERM; TERMINATION.

              8.1.    This Agreement shall be in effect during the Trial Period.

              8.2.    Either Party may terminate this Agreement at any time and for any reason, at its sole discretion.

              8.3.    Upon termination or expiration of this Agreement: (i) we will cease from providing the Service hereunder, the licenses granted to you under this Agreement shall expire, and you shall discontinue all further use of the Service and its underlying software; and (ii) we shall immediately permanently delete all Customer Data provided by you pursuant to this Agreement, provided that we will retain any Analytical Information.

              8.4.    Upon termination or expiration of this Agreement, you will lose all access to any Customer Data that we may be storing in order to make the Service available to you, and you will be responsible to download your Customer Data prior to termination of this Agreement. For the removal of doubt, we will not have any obligation to retain your Customer Data following the termination of this Agreement.

              8.5.    Provisions in connection with the section titled -Intellectual Property Rights; Confidentiality; Privacy; Limited Warranty; Limited Liability; and Miscellaneous - shall survive the termination of this Agreement for any reason.

9.           MISCELLANEOUS.

              9.1.    Compliance with Laws. Each Party shall be responsible to comply, at its own expense, with local, state, national and international laws and regulations, including without limitation laws regarding data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to its rights and obligations hereunder.

              9.2.    Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Israel, without giving effect to any principles of conflicts of laws thereof, and the competent courts of Tel-Aviv shall have sole and exclusive jurisdiction over all disputes between the parties, and you further agree and submit to the exercise of personal jurisdiction of such courts for litigating any such claim or action. You hereby agree to service of process in accordance with the rules of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.

              9.3.    Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

              9.4.    No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

              9.5.    Injunctive Relief. Since a breach by a Party of any of its confidentiality obligations contained herein or any unlawful action made in connection with intellectual property rights, may result in irreparable and continuing damage to the other party for which there may be no adequate remedy at law, the breaching Party acknowledges and agrees that money damages will not be a sufficient remedy for any such breach or actions, and therefore the damaged Party will be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies in connection therewith. Such remedies shall not be deemed to be the exclusive remedies for such events, but shall be in addition to all other remedies available at law or in equity. 

              9.6.    Entire Agreement; Assignment. You agree that this Agreement is a complete and exclusive statement of the agreement between us and supersedes any proposals or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. Either Party may assign this Agreement to (A) any legal entity or company which either party directly or indirectly (i) owns or controls, (ii) is owned or controlled by or (iii) is under common ownership or control with, or (B) a successor in a merger, acquisition or other consolidation including, without limitation, the sale of all or substantially all of its stock or assets, or business to which this Agreement applies. The Party assigning this Agreement shall provide the other Party with a notice to that effect as soon as practical.

              9.7.    Changes to this Agreement. This Agreement including any referenced policies and other documents, may be amended, updated or changed by us, from time to time. Unless expressly stated otherwise, any modification shall become effective upon the renewal of the respective Subscription. For the avoidance of doubt, and unless otherwise agreed upon in writing, any Subscription is subject to the version of the Agreement in effect at the time of the order form.

Version dated March 26, 2020

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