Contributor License Agreement

JFROG LTD.
Thank you for your interest in JFrog Ltd. (the “Company”) Open Source Projects. In order to clarify the intellectual property license granted with respect to Contributions from any person or entity, the Company must have a Contributor License Agreement (CLA) on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Company and its users; your execution and/or acceptance of this Agreement does not influence any of your rights and title to your own Contributions, inter alia for the purpose of distributing your own Contributions to other third-parties and for any other purpose.

This version of the Agreement allows an entity (“Corporation”) or individual to submit Contributions (jointly and severally, “Contributor”) to the Company, to authorize Contributions submitted by its designated employees and divisions to the Company, and to grant copyright and patent licenses thereto.

By electronically executing this Agreement, you acknowledge and agree that this Agreement constitutes a binding and enforceable legal contract between the Company and any Contributor with respect to your Contributions and that you, as a Contributor, shall be bound by the terms of this Agreement (“Acceptance”). If you do not agree to the terms of this Agreement do not sign this agreement and do not submit your Contributions to the Company. Do not sign this Agreement until you have carefully read, understood, and agreed to the terms of this Agreement. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

Upon Contributor’s Acceptance of this Agreement, Contributor accepts and agrees to the following terms and conditions for Contributor’s present and future Contributions submitted to the Company. Except for the license granted herein to the Company and recipients of software, products or services distributed or provided directly or indirectly by, through or on behalf of the Company, the Contributor reserves all right, title, and interest in and to Contributions made by the Contributor.

1. Definitions. “You” (or “Your”) shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Company. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
   “Contribution” shall mean the code, documentation or other original works of authorship provided by You to the Company under the terms of this Agreement, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Company for inclusion in, or documentation of, any of the software, products or services of the Company (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Company or its representatives, including but not limited to communication on electronic mailing lists, source code control system, and issue tracking systems Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as “Not a Contribution”.
2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Company and to recipients of software, products or services distributed or provided directly or indirectly by, through or under the Company a perpetual, worldwide, unrestricted, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.
3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to the Company and to recipients of any software, products or services distributed or provided directly or indirectly by, through or under the Company a perpetual, worldwide, unrestricted, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to (directly or through others) make, have made, use, offer to sell, sell, import, and otherwise transfer Your Contributions and/or any resulting Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted. If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.
4. You agree that all Contributions are and will be given voluntarily. Company will not be required to use, or to refrain from using, any Contributions that You may submit to Company. Contributions, even if designated as confidential by You, will not, absent a separate written agreement signed by the Company, create any confidentiality obligation of Company, and Company has not undertaken any obligation to treat any Contributions or other information You have given Company or will give Company in the future as confidential or proprietary information. Furthermore, except as otherwise provided in a separate subsequent written agreement between You and Company, Company will be free to use, disclose, reproduce, license or otherwise distribute and exploit the Contributions as it sees fit, entirely without obligation or restriction of any kind on account of any proprietary or intellectual property rights or otherwise.
5. You represent that You are legally entitled to grant the above license. In case You are a corporation, You represent further that each employee or division of the Corporation designated as a Point of Contact in the table above is authorized to submit Contributions on behalf of the Corporation.
6. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
7. You represent that each of Your Contributions is Your original creation. Should You wish to submit work that is not Your original creation, You may submit it to the Company separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously marking the work as “Submitted on behalf of a third-party: [named here] “.
8. If You are a corporation, it is Your responsibility to notify the Company when any change is required to the list of designated employees or divisions authorized to submit Contributions on behalf of the Corporation, or to the Corporation’s Point of Contact with the Company.
9. This Agreement, together with all Exhibits, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect the such party’s right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel exclusive of its conflict of laws principles. Any dispute arising under or relating to this Agreement will be resolved in the applicable courts located in Tel Aviv, Israel, and the parties hereby expressly consent to jurisdiction therein. This Agreement may be assigned by the Company without restriction or notification to You.