General Terms of Service
JFROG CONNECT, Updated as of: January 9, 2022
THESE JFROG CONNECT GENERAL TERMS OF SERVICE (THE “AGREEMENT”) ARE MADE BETWEEN YOU (“CUSTOMER”) AND JFROG LTD. AND ITS AFFILIATES (“JFROG” OR “COMPANY”). PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE REGISTERING FOR THE SERVICE. BY SIGNING AN ORDER FORM (AS DEFINED BELOW) THAT INCORPORATES THESE TERMS, OR BY REGISTERING FOR THE SERVICE (AS DEFINED BELOW), YOU HEREBY: (I) ACCEPT AND AGREE TO THESE TERMS; AND (II) REPRESENT THAT IF YOU ARE ACTING ON BEHALF OF A COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY, THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY, ORGANIZATION OR LEGAL ENTIY TO THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. JFROG AND YOU MAY BE REFERRED TO IN THIS AGREEMENT, INDIVIDUALLY, AS “PARTY” AND, COLLECTIVELY, AS “PARTIES.”
DEFINITIONS. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section.
“Affiliate” means, with respect to a Party, any entity that controls, is controlled by, or which is under common control with, such Party, where "control" means the ownership of at least fifty percent (50%) of the voting interests of such entity or the powers to direct or cause the direction of the management and policies of such entity whether by contract or otherwise.
“Device” means an end-point device running a compatible operating system (as set forth in the Documentation) that is connected to the Service using a locally installed Agent.
“Documentation” means the written and/or electronic end user or technical documentation pertaining to the Service as provided by JFrog.
“Features” means features, capabilities and usage limitation for the Service, including, for example, number of devices, number of processes, log size, etc., all as set forth in the Website and the Documentation.
“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.
“JFrog Cloud Data Processing Agreement” means either JFrog Cloud Data Processing Agreement for GDPR available athttps://jfrog.com/jfrog-cloud-data-processing-addendum/or JFrog Cloud Data Processing Agreement for CCPA, available athttps://jfrog.com/jfrog-ccpa-addendum/as applicable.
“Order Form” means an ordering document, whether by way of an online registration to the Service or by way of another document between the Parties, that identifies the commercial terms of a purchase of a Subscription to the Service, including the applicable Subscription Plan, Subscription Term, and the associated Fees.
“Software” means JFrog’s software that is licensed for Customer’s use as part of the Service, including any software which is designated to be self-hosted by Customer and interoperate with the Service (which will also be defined as “Agent” were applicable). Software includes any and all updates and upgrades that are made generally available by JFrog to its customers during the applicable Subscription Term. To remove any doubt, this includes the Software and its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, specifications and documentation.
“Subscription Plan” means the accumulation of Features which Customer is entitled to use in connection with the Service under a Subscription.
“Subscription Term” means the effective term of a Subscription.
“Website” means JFrog Connect website athttps://jfrog.com/connect/
THE CLOUD SERVICE.
JFrog Connect is an online software-as-a-service platform managed and provided by JFrog (the “Service”) comprised of various tools and JFrog proprietary Software and is aimed at providing Customer with an Plug&Play, ready-to-use, device management platform for connected products. The Service will also include the Agent.
Subject to the terms and conditions of this Agreement, including the registration and payment of the applicable Fees (if any), and solely during the applicable Subscription Term, Customer will be granted with a non-exclusive, non-transferable, limited and fully revocable right to access and use the Service and to install the Agent on Devices (a “Subscription”). Each type of Subscription plan may include certain usage limitations and available features, all as further set forth in the Order (“Subscription Plan”).
As part of Company’s continued efforts to improve the Service, Company may, from time to time, add or remove Features and functionalities and increase or decrease Features. JFrog may also offer new services or cease from providing others. If Company makes material changes that negatively impact the Service or if JFrog stops offering a Service, JFrog will provide you with a reasonable advance notice. For the removal of doubt, to the extent Customer is using a free subscription, Company reserves the right to apply such changes without notice.
RESTRICTIONS ON USE. Except as expressly permitted by this Agreement, Customer shall not, nor permit anyone else to, directly or indirectly:
allow any person or legal entity other than Customer’s employees or service providers to access or access and use the Service;
attempt to decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, programming or interoperability interfaces of the Service;
modify, convert, alter, change, manipulate, divide, part or revise the Service, or any part thereof;
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 Customer’s rights under this Agreement with any third party;
circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce limitations on its use;
delete or in any manner remove or alter JFrog’s trade names, copyright, trademarks, service marks, logos, domain names, and other distinctive brand features and notices;
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 Customer or its Affiliate’s have the legal right or consent to make such transfer;
transmit any malicious code, viruses, worms or other items of a destructive or deceptive nature into or in connection with the Service;
access or use the Service for the purpose of bringing an intellectual property infringement claim against JFrog or for the purpose of creating a product or service competitive with the Service.
access or use the Service in a manner that does not comply with the Documentation and/or with JFrog's specific instructions;
export any underlying software of the Service or any other software or data in violation of export administration regulations of the United States or any other applicable country; and
install an Agent and\or access a Device without having the legal right or consent of the owner of such Device.
JFrog may suspend Customer’s access to the Service if JFrog believe that Customer’s use of the Service is in breach of the restrictions set forth in Section 3, or if it may cause damage to Customer’s Instance or to the Cloud Platform. JFrog will use reasonable efforts to notify Customer of such suspension in advance and JFrog may provide reasonable assistance to assist Customer in the remediation of such violation or to mitigate such risk to the Service.
REGISTRATION TO THE SERVICE; SUBSCRIPTION
Customer may register for a Subscription to the Service: (i) via the Website by creating an account and providing JFrog with information required by JFrog for the purposes of opening such account and granting Customer access to use the Service (“Account”); or (ii) by entering into an Order Form.
When registering for a Subscription, Customer will be required to select the Subscription Plan and the number of Devices (if applicable). Unless otherwise set forth in an Order Form, the Subscription will be a monthly Subscription and it will remain in effect until cancelled or terminated as set forth in this Agreement. If Customer is registered for a Free Subscription, Customer may choose to upgrade Customer’s Subscription Plan through the Service.
Customer is responsible for maintaining the confidentiality of Customer’s login credentials to the Service and for all activities that occur under Customer’s Account. Customer agrees to immediately notify JFrog of any unauthorized use of the Service or any other breaches of security related to Customer’s Instance, of which Customer become aware.
Subscription Terms shall be automatically renewed for succeeding periods of equal length, unless either Party gives written notice to the other of its intention not to renew the Subscription at least thirty (30) days prior to the expiration of the then active Subscription Term.
FEES
Customer shall pay JFrog the fees applicable to the Subscription Plan and number of Devices as set forth on the Website or on the applicable Order Form. The Fees may comprise of both fixed fees associated with the Subscription and fees for additional Devices (the “Fees”). The Fees shall be paid at the beginning of a Subscription Term and will be charged via the credit card Customer provided during the registration process. The Fees are nonrefundable.
JFrog reserve the right to modify the Fees at any time, upon a 30 days prior written notice, which notice may be provided by e-mail or via the Service; such new prices shall not apply for an active Subscription Term but will apply to Customer’s next renewal.
Free Subscription. JFrog may offer a free or trial subscription to the Service to all or some Subscription Plans, at JFrog’s discretion ("Free Subscription"). The Free Subscription, if any, shall commence on the date that JFrog issues Customer with the initial login credentials and the applicable license to use the Service, and will conclude at a time and date specified by JFrog at its discretion (the “Free Subscription Period”). In addition, the Free Subscription shall grant Customer the ability to use an amount of data (for both storage and transfer) and other System Resources as shall be defined by JFrog at its sole discretion. Customer acknowledge and agree that the terms of this Agreement are applicable and binding upon Customer during the Free Subscription Period and that: (i) to the maximum extent permitted by applicable law, JFrog disclaims all obligations or liabilities with respect to a Free Subscription, including any warranty, and indemnity obligations; and (ii) JFrog reserve the right to terminate Customer’s Free Subscription at any time and for any reason in JFrog’s sole discretion, without liability to Customer
Taxes. All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on JFrog’s net income. If any such tax or duty must be withheld or deducted from any payment made by Customer under this Agreement, Customer shall gross-up such payment by an amount that will ensure that after applying the required withholding or deduction, JFrog shall receive an amount equal to the payment otherwise required by it.
In addition to other remedies available to JFrog, JFrog expressly reserves the right to suspend or terminate the Service and notify Customer of such termination or suspension, in the event Customer fails to pay the Fees on a timely manner.
CUSTOMER AND ANALYTICAL DATA.
Customer Data. Provision of the Service and other ancillary services hereunder requires JFrog to monitor traffic and content (including encrypted content) transmitted by Customer to the Service and to the Device (collectively, the “Customer Data”) and require Customer to provide, upload, transmit, or make accessible to JFrog such Customer Data. Customer hereby agree that JFrog will collect, monitor, store and use the Customer Data, on Customer’s behalf, to provide the Service. Customer 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 Customer and JFrog, Customer own and will retain all right, title and interest of any nature, including Intellectual Property Rights, in and to the Customer Data. Customer hereby grant JFrog a non-exclusive, sub-licensable, royalty-free license to use the Customer Data solely to provide the Service during the Subscription Term and in accordance with any applicable 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 JFrog or to any third party.
Analytical Data. Customer agrees that during the Subscription Term JFrog may collect, use, store and transmit technical and related information that is being collected from Customer’s use of the Service (“Analytical Data”), including information that may identify Customer’s computer (such as 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 JFrog to provide Customer with other services. JFrog owns all Analytical Data.
CONFIDENTIALITY; PRIVACY.
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: (i) to hold Confidential Information in trust and confidence for the Disclosing Party; (ii) 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 (iii) to limit access and disclosure of such Confidential Information to the Receiving Party’s personnel or service providers who has a need-to-know and are bound by confidentiality obligations similar to those included herein.
Confidential Information does not include information that (a) was previously known to the Receiving Party, free from any obligation to keep it confidential, (b) is publicly disclosed by the Disclosing Party either prior to or subsequent to the receipt by the Receiving Party of such information, (c) is independently developed by the Receiving Party without any use of the 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.
Privacy. Customer’s personal data collected by JFrog during the Term of this Agreement will be treated in accordance with its privacy policy, available at mailto:support@jfrog.com and incorporated herein by reference.
Processing of Personal Data. To the extent JFrog processes any personal information on Customer’s behalf in connection with the Service, the provisions of the applicable JFrog Cloud Data Processing Agreement will apply.
JFROG’S INTELLECTUAL PROPERTY RIGHTS.
All right, title, and interest in and regarding the Service and the underlying software, Agent, and any related documentation, including associated Intellectual Property Rights, are and shall remain with JFrog, its 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 beyond the limited right of use expressly granted in Section 2 above.
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/.
Feedback. If Customer 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.
Publicity Rights. JFrog may identify Customer as a Customer thereof in JFrog’s promotional materials, website or other public communications. Customer hereby grant JFrog a limited and revocable world-wide license to use Customer’s company name and logo in connection therewith. Customer may request that JFrog stop doing so by submitting an email to service@jfrog.com at any time.
LIMITED LIABILITY.
IN NO EVENT SHALL EITHER 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. THIS SECTION 11.1 SHALL NOT APPLY TO CUSTOMER’S BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 3.
NOTWITHSTANDING THE GENERALITY OF THE ABOVE, IF A PARTY IS FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING, THE CUMULATIVE LIABILITY THEREUNDER FOR ANY CLAIM RELATING TO THE SOFTWARE AND TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED THE AMOUNT PAID OR DUE BY CUSTOMER TO JFROG FOR THE PROVISION OF THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. THIS SECTION 11.2 SHALL NOT APPLY TO: (A) A BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS; (B) CUSTOMER’S BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 3; OR (C) CUSTOMER’S PAYMENT OBLIGATIONS TO JFROG.
INDEMNIFICATION.
Indemnification by JFrog. JFrog shall defend Customer from and against any claim, suit or proceeding based on a claim that the Service or its underlying software, when used as authorized hereunder, infringes any copyright, trademark, patent or other Intellectual Property Right (an “Infringement Claim”), and will indemnity Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts Customer pay under a settlement JFrog approve in writing of, an Infringement Claim. In the event any Infringement Claim is made or, in JFrog’s sole judgment, is likely to be made, JFrog shall use reasonable commercial efforts, at JFrog’s own expense and discretion, to either: (i) procure for Customer the right to continue the use Service; (ii) replace the infringing software with non-infringing software programs and support materials of equivalent function and performance; (iii) modify the Service so that it becomes non-infringing without detracting from function or performance; or (iv) terminate this Agreement upon written notice and refund the respective Fees paid by Customer, prorated to the remaining Subscription Term. This is Customer’s sole and exclusive remedy for any Infringement Claim.
JFrog’s indemnification obligation will not apply: (a) if the Service is modified by Customer, without JFrog’s consent; (b) if the Service is combined with other products, applications, or processes not authorized by JFrog, but solely to the extent the alleged infringement is caused by such combination; or (c) to any unauthorized use of the Service.
Indemnification by Customer. Customer agree to defend, indemnify and hold JFrog harmless, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) Customer’s unauthorized use of the Service; (ii) a third-party claim, suit or proceeding that the use of the Customer Data or Customer’s artifacts within the scope of this Agreement infringes any Intellectual Property Rights of a third party; (iii) claim, suit or proceeding or penalty alleging that the distribution of the Customer Data or Customer’s artifacts within the scope of this Agreement infringes any applicable export laws or regulations.
Indemnification Process. In the event a claim is brought against a Party hereto (the “Indemnifying Party”), the Party seeking indemnification (the “Indemnified Party”) shall promptly provide the Indemnifying Party with a written notice of the claim, provided that, a failure to provide such notification shall only excuse the indemnity obligations of the Indemnifying Party to the extent it was materially prejudiced thereby. Neither Party, as the case may be, shall consent to the entry of any judgment or enter into any settlement or compromise with respect to any Claim without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, JFrog may enter into a settlement without Customer’s consent, to the extent the only obligation associated with Customer thereunder is of monetary nature.
TERM; TERMINATION.
This Agreement shall be in effect for the period commencing on the effective date of Customer’s first Subscription and shall terminate upon the earlier occurrence of: (i) the termination of all of Customer’s Subscriptions; or (ii) until terminated otherwise in accordance with the terms of this Agreement (the “Term”)
With respect to a Free Subscription, JFrog may also cancel Customer’s Subscription in the event of an Inactive Subscription, by providing Customer with a written notice, which may be made via email. For the purpose hereof, the term “Inactive Subscription” shall mean a Subscription for which no action was made during a period of fourteen (14) consecutive days.
Either Party may terminate this Agreement upon the material breach of any term of this Agreement by the other Party (including without limitation, Customer’s obligations to pay all Subscription Fees when due and payable) which is not cured within fourteen (14) days following the delivery of a written notice.
Either Party may terminate this Agreement if the other Party: (i) ceases operation without a successor; or (ii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
Upon termination or expiration of this Agreement: (i) JFrog will cease from providing the Service hereunder, the licenses granted to Customer under this Agreement shall expire, and Customer shall discontinue all further use of the Service and its underlying software (including the Agents); and (ii) JFrog shall delete, within up to sixty (60) days, all Customer Data provided by Customer pursuant to this Agreement, provided that JFrog will retain any Analytical Information. Upon termination or expiration of this Agreement, Customer will lose all access to any Customer Data that JFrog may be storing in order to make the Service available to Customer, and Customer will be responsible to download Customer Data prior to termination or expiration of this Agreement. For the removal of doubt, JFrog will not have any obligation to retain Customer Data following the termination of this Agreement. The foregoing shall also apply to the expiration of a Subscription, and solely for the specific Customer Data associated with such Subscription.
Provisions in connection with the section entitled - Taxes; Intellectual Property Rights; Confidentiality; Privacy; Limited Warranty; Limited Liability; IP Indemnification and Miscellaneous - shall survive the termination of this Agreement for any reason, as well as any unpaid invoices issued to Customer prior to such termination or expiration.
MISCELLANEOUS.
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.
Governing Law and Jurisdiction.
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 without regard to the United Nations Convention on Contracts for the International Sale of Goods. The competent courts Tel Aviv, Israel shall have sole and exclusive jurisdiction over all disputes between the Parties, and the Parties further agree and submit to the exercise of personal jurisdiction of such courts for litigating any such claim or action.
Customer 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.
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.
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.
Injunctive Relief. Since a breach by a Party of any of its confidentiality obligations contained herein or any unlawful action made in connection with a Party’s 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 seek 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.
Entire Agreement; Assignment. Customer agrees that this Agreement is a complete and exclusive statement of the agreement between the parties 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 Affiliate, 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.
Changes to this Agreement. This Agreement including any referenced policies and other documents, may be amended, updated or changed by JFrog, 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 Customer’s Registration or the applicable Order Form. Any terms included in any purchase order, payment portal or otherwise shall not apply to Customer’s use of the Service unless signed by a duly authorized representative of JFrog.
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