JFROG LTD. – MISSION CONTROL
END USER SOFTWARE LICENSE AGREEMENT
LAST UPDATED JANUARY 2016
THIS END USER LICENSE AGREEMENT (“EULA“) IS A LEGAL AGREEMENT BETWEEN YOU, AN ARTIFACTORY OR OTHER JFROG USER (“YOU” OR “LICENSEE“) AND JFROG LTD., ON BEHALF OF ITSELF AND ITS AFFILIATES (COLLECTIVELY, THE “LICENSOR” OR “JFROG“).
THIS EULA GOVERNS YOUR USE OF JFROG’S “MISSION CONTROL” SOFTWARE (THE “SOFTWARE”).BY CLICKING THE “YES” BUTTON BELOW OR BY INSTALLING, DOWNLOADING, OPERATING, REGISTERING OR OTHERWISE USING THE SOFTWARE YOU ARE EXPRESSLY ACCEPTING THIS EULA AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS EULA OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT INSTALL, DOWNLOAD, OPERATE, REGISTER OR OTHERWISE USE THE SOFTWARE.
THE TERM “SOFTWARE” SHALL INCLUDE ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO SUPPLIED BY JFROG ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA, UNLESS YOU AND JFROG HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND JFROG WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.
PLEASE NOTE: (I) ONLY USERS WITH AN ACTIVE ARTIFACTORY HA SUBSCRIPTION AVAILABLE AS PART OF THE “ENTERPRISE VALUE PACK” MAY ENJOY ALL FEATURES OF THE SOFTWARE; (II) OTHER JFROG USERS WILL HAVE A LIMITED ACCESS TO THE SOFTWARE’S FUNCTIONALITIES.
- LICENSE GRANT.
- 1. License. Subject to terms and conditions of this EULA, Licensor hereby grants to you, and you accept, a limited, personal, revocable, nontransferable, non-sublicensable, non-exclusive license to make internal use of the Software, (i) only in binary executable form, and (ii) (a) only for view or limited use (in the case of non-HA users) or (b) only for managing Artifactory servers (in the case of active HA users) and (iii) only as authorized in this EULA. The term “Software” 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. Other than the rights expressly stated in this section, no other right or interest whatsoever in or relating to the Software is transferred or granted to you.
- 2. License Restrictions. The Software should be installed in accordance with the instructions of the Licensor and the Software’s documentation. Except as expressly permitted by this EULA, you shall not, nor permit anyone else to, directly or indirectly (i) copy, reverse engineer, decompile, or disassemble the Software or any part of it or otherwise attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, (ii) modify, convert, alter, change, manipulate, divide, part or revise the Software, or any part thereof, (iii) delete or in any manner remove or alter Licensor’s or third parties’ trade names, copyright, trademarks, service marks, logos, domain names, and other distinctive brand features and notices, nor copy the Software manual(s), on-line documentation, or any written materials accompanying the Software; (iv) export the Software in violation of export administration regulations of the United States or any other country and (v) assign, sublicense, resell, transfer, distribute, pledge, loan, lease, market, rent, or use the Software in any service bureau arrangement, facility management or third party training, or otherwise share Licensee’s rights under this EULA to any third party, except that Licensee may permit its third party contractors to use the Software on Licensee’s behalf (provided however, such third party contractors will continue to be bound by the terms of this EULA and Licensee shall remain liable for any breach of the terms of this EULA by such third party contractors). Your failure to comply with the restrictions herein may also expose you to civil and/or criminal liability.
- AVAILABILITY TO ACTIVE ARTIFACTORY ENTERPRISE USERS; BASIC MAINTENANCE.
- 1. Availability to Active Artifactory Enterprise Users with HA Subscriptions. For as long as you have an active Artifactory Enterprise subscription with an active HA subscription, all functionality of the Software (whether in its regular version or trial version) will be available for your use in accordance with the terms of this EULA. The full functionality is not available to licensees whose HA subscription had expired. The use of the Software is currently included in the price of JFrog’s Enterprise Value Pack (HA), however JFrog reserves the right to charge separate fees for the use of the Software in the future.
- 2. Availability to Other JFrog Users. As an Artifactory user (including without limitation, Artifactory Pro or Open Source Repositories) and/or as a user of other JFrog services or products, you will have a limited access to the Software’s functionalities, as determined by JFrog.
- 3. Basic Maintenance. For as long as you have an active Artifactory Enterprise HA subscription, JFrog may (but has no obligation to) provide you with updates, upgrades and/or enhancements made generally available to customers from time to time, and online e-mail product support (e.g. bug fixes, non-SLA based) for the sole purpose of addressing technical issues relating to the use of the Software (excluding, for removal of doubt, any form of on-site visits by JFrog’s personnel or contractors or any SLA based services or configuration of the Software and its ecosystem).
- LICENSOR’S RIGHTS.
- 1. For the purpose of this EULA, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law (including moral rights), 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.
- 2. You further acknowledge and agree that between you and Licensor, all right, title, and interest in and regarding the Software, including associated Intellectual Property Rights, are and shall remain with Licensor, its affiliates, subsidiaries and/or their respective suppliers and licensors.
- 3. If you provide JFrog or its authorized third party agents with any feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (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 into the Software any such Information.
- THIRD PARTY COMPONENTS.
- 1. The Software 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”). These Third Party Components are licensed to you under the terms of their applicable open source license conditions and/or copyright notices that can be found in the license file, the Software or its documentation. If there is a conflict between the licensing terms of such Third Party Components and this EULA, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by its third party licensors.
- 2. A list of Third Party Components is available in the license file, the Software or its documentation (the “JFMC About Box“) and will be updated from time to time. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, JFrog will provide to you and any third party, during a period set forth by each such license, for a charge of no more than JFrog’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact JFrog at: email@example.com. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components) be deemed to be “open source” or “publicly available” software.
- TERM; TERMINATION.
- 1. Term. This EULA is effective upon the earliest of the following occurrences: (i) by agreement electronically in any manner; (ii) downloading the Software; (iii) installing the Software; (vi) using the Software; (v) your consummation of the transaction for the purchase of the Software; or (vi) your acceptance and agreement to the terms and conditions of this EULA in any other way.
- 2. Termination. Your rights under this EULA will terminate immediately with no further action or notice if you fail to comply, or breach any term of this EULA. In addition, either party may terminate this EULA 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 expiration or termination of this EULA, the license granted herein will terminate and you shall immediately cease to use the Software and destroy all copies of the Software (including its documentation and any other materials provided to you by JFrog).. Sections 1.2, 3-7 shall survive the termination of this EULA.
- WARRANTY DISCLAIMER; LIMITED LIABILITY.
- 1. Warranty Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER CONCERNING THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE. JFROG, its affiliates, agents, resellers, licensors, subsidiaries, officers, directors, shareholders, employs, sub-contractors, distributors, service providers and/or suppliers (collectively, the “Company Representatives”) DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. COMPANY REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, NON INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT DEROGATING FROM THE FOREGOING, JFROG SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM THE TERMINATION OF THIS EULA OR OTHER TECHNICAL PROBLEMS (E.G. BUGS, INTERRUPTIONS, OVERLOADS, DELAYS, DELETION OF DATA OR LIBRARIES).
- 2. Limited Liability. COMPANY REPRESENTATIVES SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL, LOST OR DAMAGED DATA OR DOCUMENTATION, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES), ARISING OUT OF OR RELATING TO THIS EULA AND/OR THE SOFTWARE, EVEN IF THE COMPANY REPRESENTATIVES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. NOTWITHSTANDING THE ABOVE, IF ANY OF THE COPANY REPRESENTATIVES IS FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS EULA AND/OR THE SOFTWARE, THE COMPANY REPRESENTATIVES’ LIABILITY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU, IF ANY, TO JFROG IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM..
- 3. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
- 1. Lawful Use. You shall be solely responsible to comply, at your own expense, with local, state, national and international laws and regulations, including without limitation laws regarding intellectual property protection, data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to the use of the Software.
- 2. Governing Law. This EULA 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, Jaffa, Israel shall have exclusive jurisdiction over all disputes between the parties arising out of or otherwise relating to this EULA.
- 3. Miscellaneous. This EULA represents the complete agreement concerning the license granted herein and the subject matter hereof, supersedes any prior written or oral agreements, and may be amended only by a written agreement executed by both parties. The failure of either party to enforce any of its rights 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. If any provision of this EULA is held to be unenforceable or invalid, such provision shall be reformed only to the extent necessary to make it enforceable and the other provisions will remain in full force and effect. You may not transfer or assign your rights or obligations under this EULA without the prior written consent of JFrog. JFrog may assign or transfer its rights and/or obligations under this EULA without restriction or notification.
I HAVE READ AND UNDERSTOOD THIS EULA AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.