JFrog ML Addendum

Last Updated: January 17, 2025

Additional terms for the license of JFrog ML

1. GENERAL
   This Addendum (“Addendum”) is hereby incorporated by reference into and made part of the JFrog Subscription Agreement, and together with Order Form(s), Statement(s) of Work, any other amendments constitute the entire agreement between JFrog and Customer (collectively, the “Agreement”). This Addendum shall apply to Customer’s purchase of JFrog ML, as defined below, pursuant to an Order Form. In the event of a conflict between this Addendum and the Agreement as it pertains to the JFrog ML, the terms of this Addendum shall prevail.
2. ADDITIONAL DEFINITIONS
   Capitalized terms not otherwise defined in this Addendum, shall have the meaning set forth in the Agreement.
   1. „Customer ML Data“ means any data, model prediction data, content, models, materials, software code, binary artifacts, containers, configuration files, and any other software and information uploaded to JFrog ML or otherwise provided to JFrog, including from third-parties. For clarity, Customer ML Data excludes Usage Data and Customer Data.
   2. „JFrog ML“ means the proprietary end-to-end MLOps management platform for machine learning models for build, training, production, deployment, management, monitoring and/or data processes, including any additional software, portal, features or add-ons as made available by JFrog as part of the JFrog Platform, as included in Customer’s Order Form.
   3. „Processor“ means the entity which processes Customer ML Data on behalf of the controller.
3. ACCESS AND USE OF JFROG ML
   1. License to JFrog ML
      Subject to the terms and conditions of the Agreement, JFrog hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the Subscription Term to: (a) access and use the features of JFrog ML set forth in the applicable Order Form solely for Customer’s internal use, and (b) use the Documentation and JFrog Materials solely for Customer’s internal use in connection with its access and use of JFrog ML, in each case, in accordance with the Agreement, including the Order Form. Customer may not allow, directly or indirectly, to any third party to access or use the JFrog ML.
   2. JFrog ML Restrictions on Use
      In addition to the “Restrictions on Use” set forth in Section 1(c) of the Agreement, the Customer will not, directly or indirectly permit, facilitate, or otherwise allow any other person or entity to upload or transmit to JFrog ML any sensitive personal data or special categories of personal data as defined by applicable data protection laws or, without limiting any of the foregoing, patient, medical or protected health information as regulated by the U.S. Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (HIPAA). JFrog may monitor the use of the JFrog ML to verify compliance with this Section 3.2. JFrog may terminate this Addendum for Customer’s breach of this Section in accordance with Section 3(g) of the Agreement. In addition to other remedies available to JFrog in the Agreement or otherwise, JFrog expressly reserves the right to suspend access to JFrog ML if Customer is in breach of any restrictions under this Section 3.2.
   3. Use Rights to Customer ML Data
      Without derogating from Section 6(a) of the Agreement, Customer hereby grants to JFrog a worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid up, irrevocable right and license to store, display and use Customer ML Data in order to facilitate the provision of JFrog ML.
4. DATA
   1. Processing Customer ML Data
      JFrog may process Customer ML Data to provide JFrog ML in accordance with the Agreement as a Processor. JFrog will process Usage Data as an independent controller in accordance with JFrog’s Privacy Notice. All references to the JFrog Platform within the JFrog DPA are hereby amended to also reference JFrog ML. Appendix 1 Categories of Data Subjects and Types of Personal Data is hereby amended to add “as Customer elects to provide within JFrog ML.” Appendix 2 is hereby amended to add JFrog ML specific technical and organizational measures.
   2. Customer ML Data
      Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights, licenses, and consents in and relating to Customer ML Data, as used by JFrog in accordance with the Agreement. JFrog takes no responsibility and assumes no liability for any Customer ML Data, and Customer will be solely responsible for its Customer ML Data. Customer is solely responsible for backups of Customer ML Data.
5. JFROG ML WARRANTY EXCLUSIONS AND DISCLAIMERS

In addition to the warranties exclusions in section 9(e) of the Agreement and the disclaimers set forth in section 9(f) of the Agreement, the following disclaimers shall also apply to JFrog ML:

MODEL PREDUCTION DATA MAY BE BASED ON CUSTOMER OR THIRD PARTY RESOURCES, MODELS, OR DATABASES AND, THEREFORE, JFROG IS NOT RESPONSIBLE FOR ANY SUCH RESOURCES, MODELS, OR DATABASES OR FOR ANY MODEL PREDICTION DATA.

CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S DOWNLOADING OR OTHERWISE OBTAINING THIRD-PARTY RESOURCES, MODELS, OR DATABASES THROUGH THE USE OF JFROG ML IS AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY RESOURCES, MODELS, OR DATABASES. JFROG WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN THE CUSTOMER ML DATA OR THIRD PARTY RESOURCES, MODELS, OR DATABASES.