JFrog Agreement – FLY

Last Updated: September 7, 2025

This JFrog Fly Agreement (this “Agreement”), made by and between the applicable JFrog Contracting Entity specified in Section 12 (“JFrog”) and you (“Customer”), governs access and use of the proprietary AI-powered JFrog end-to-end DevSecOps platform and any other JFrog software, portal, features, AI Tools (as defined below), or add-ons (collectively, “JFrog Fly”) and documentation (accessible online at www.jfrog.com/help/) (“Documentation”) by Customer. JFrog Fly will be hosted and managed by JFrog on behalf of Customer. THIS AGREEMENT TAKES EFFECT WHEN CUSTOMER CLICKS THE “I ACCEPT” OR SIMILAR BUTTON OR BY ACCESSING OR USING JFROG FLY (“EFFECTIVE DATE”). BY DOING SO, CUSTOMER: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT IT HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THESE TERMS OR IF CUSTOMER IS A COMPETITOR OF JFROG (OR A PERSON ACTING ON BEHALF OF A COMPETITOR), PLEASE SELECT THE “I DECLINE” OR SIMILAR BUTTON AND DO NOT ACCESS OR USE JFROG FLY. JFROG MAY MODIFY THIS AGREEMENT AT ANY TIME BY POSTING A REVISED VERSION ON JFROG’S SITE. BY USING THE SERVICES, YOU AGREE TO THE LATEST VERSION OF THIS AGREEMENT. 

1. ACCESS AND USE OF JFROG FLY.
   
   1. License. Subject to the terms and conditions of this Agreement, JFrog hereby grants Customer and its Affiliates a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the term to access and use JFrog Fly solely for Customer’s internal use and in accordance with this Agreement, the Documentation, Acceptable Use Policy (made accessible at https://jfrog.com/acceptable-use-policy/), applicable laws, and any other instructions, restrictions, and conditions which JFrog may provide or impose, in its sole discretion. Nothing herein requires JFrog to provide any support, maintenance, service levels, service credits, or updates for JFrog Fly. For the purposes of this Agreement, “Affiliate” means, with respect to a specified entity, now or in the future, any other entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity, where “control” means the possession, directly or indirectly, of the power to independently direct or cause the direction of the management and policies of an entity, whether through ownership of more than fifty percent (50%) of the voting interests of such entity, by contract, or otherwise. 
   2. Restrictions on Use. Customer will not, directly or indirectly permit, facilitate, or otherwise allow any other person or entity to: (i) access or use JFrog Fly: (A) for fraudulent, misleading, or unlawful activities or purposes; (B) for the purpose of building, improving, enhancing or providing a competitive product or service; or (C) in a manner that does not comply with Section 1 of this Agreement (including the applicable Order Form), the Acceptable Use Policy (accessible online at https://jfrog.com/acceptable-use-policy/), and/or the Documentation; (ii) use any proxying, caching or other mechanism to provide any third parties with access to and/or use of JFrog Fly; (iii) sublicense, assign, publish, resell, transfer, distribute, pledge, loan, lease, market, rent make available, or provide use of JFrog Fly, to any entity or person other than Customer’s and its Affiliates’ authorized employees, contractors, consultants, service providers, or development partners (“Customer Users”), or in connection with any service bureau arrangement, facility management or third-party training, except as expressly allowed under the license grant in this Agreement; (iv) delete, obscure, or alter JFrog’s brand features, warranties, or disclaimers, or any intellectual property or proprietary rights notices from JFrog Fly or Documentation; (v) upload or transmit any personal data (except for each Customer User’s name, username, email address and IP address (“Customer User Information”, and together with Customer Artifacts (as defined below), “Customer Data”)), unlawful Customer Data, viruses or other malicious content or code into or through JFrog Fly; (vi) translate, reverse-translate, decipher, decode, disassemble, or otherwise reverse-engineer, or otherwise attempt to discover the source code or underlying ideas of JFrog Fly; (vii) breach, bypass, or otherwise interfere with security-related or limiting features of JFrog Fly; (viii) copy, modify, or create derivative works of, JFrog Fly or Documentation; (ix) access or use JFrog Fly in any manner, or by using any means, including but not limited to, caching mechanism, which results in the avoidance of fees that would otherwise be incurred for such access or use; (x) develop, implement, or install any third third-party extension, plug-in, or other means of access or use of JFrog Fly, without prior written approval from JFrog; (xi) Customer will not access or use JFrog ML in any production environment or for any other production use; or (xii) Customer will not, nor shall it permit, facilitate, or otherwise allow any other person or entity to upload or transmit to JFrog Fly 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) or payment card information (PCI). “Customer Artifacts” means binary artifacts, containers, images or configuration files uploaded to JFrog Fly which are provided by, on behalf of, or at the direction of Customer in connection with Customer’s software. “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 JFrog software, portal, features or add-ons for MLOps management, as made available by JFrog to Customer.
2. AI TOOLS AND SERVICE PROVIDERS.
   1. Integration of AI Features. JFrog Fly includes, without limitation, generative models, predictive models, artificial intelligence algorithms or machine learning models, learnings, datasets, natural language chat interfaces, and processes which are powered by third-party service providers (collectively, “AI Tools”). For clarity, the AI Tools are deemed a part of JFrog Fly. These features are experimental and are subject to change. “Input” means any data (e.g. text, images, files, prompts, or other content, including Customer Artifacts) Customer provides, integrates with or uploads into the AI Tools. “Output” means any data (e.g. result, prediction, recommendations, decisions, content, or other output) generated by the AI Tools based on Customer’s Input from Customer’s use of AI Tools. For clarity, Output does not include training data.
   2. AI Data, Processing, Ownership. Customer may provide Input to the AI Tools and receive Output from the AI Tools based on the Input. Output generated by the AI Tools are for informational purposes only. Customer represents and warrants that Customer has obtained all consents and provided all notices that are necessary to use, process, and retain all Input Customer submits to the AI Tools. As between JFrog and its third-party service providers, and to the extent permitted by applicable law, Customer will (a) retain all ownership rights Customer may have in the data Customer submits as Input; and (b) receive a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute the Output for Customer’s internal business purposes. Due to the nature of the AI Tools and artificial intelligence generally, Output may not be unique and other users may receive similar or identical Output from the AI Tools, and should not be relied upon as medical, legal, financial, or other advice. The Parties agree that no AI Tools will be used to perform automated decision making (meaning decisions that produce legal effects that significantly affect their financial, health, or personal livelihood). CUSTOMER IS SOLELY RESPONSIBLE FOR (I) EVALUATING (BY HUMAN REVIEW) OUTPUT FOR ACCURACY, SAFETY, COMPLIANCE WITH LAWS, COMPLETENESS, AND APPROPRIATENESS OF ALL OUTPUTS BEFORE USING, DISTRIBUTING, OR RELYING ON THE OUTPUT (II) CUSTOMER’S DECISIONS, ACTIONS, AND OMISSIONS IN RELIANCE OR BASED ON THE OUTPUT.
   3. Service Providers. To support the AI Tools, JFrog engages third-party service providers, listed on the JFrog Sub-Processors page located at https://jfrog.com/trust/privacy/sub-processors/.  Third-party service providers utilized by JFrog will be subject to confidentiality obligations. JFrog will share and provide access to Customer’s data with these third-party service providers to the extent necessary to operate, support, secure, or enhance JFrog Fly. By accessing and using JFrog Fly, Customer acknowledges and agrees that Customer Data will be processed and stored by third party service providers.
   4. Agentic AI. JFrog Fly may use “AI Agents,” which are systems that can autonomously plan and execute tasks on your behalf by interacting with different applications and data sources to achieve a goal you have set. AI Agents might collect the following data from you to perform certain tasks:
      • Real-time data from any third-party applications and services it connects to;
      • Screenshots or observations of your browser or desktop to complete tasks; 
      • Inferences and new data generated by the AI Agent based on its analysis.

      Customer should review and approve all tasks set by the AI Agents for final approval.

3. FEES AND PAYMENT. Customer will pay the fees as set forth on the website, and any overages if applicable (the “Fees”). Fees will be payable at the end of each calendar month of the subscription by charging the credit card Customer has provided to JFrog. Credit card details are not retained by JFrog and are transported directly to the applicable service provider as needed to provide JFrog Fly. All Fees are non-refundable.
4. TERM, SUSPENSION AND TERMINATION. This Agreement will commence on the JFrog Fly subscription start date set forth in Customer’s purchase and continue for a period of one (1) calendar month (which may be prorated for the initial month of the subscription). Thereafter, Customer’s subscription will automatically renew for successive periods of one (1) calendar month unless either party terminates in accordance with this section. JFrog may immediately terminate or suspend this Agreement for any or no reason by providing Customer with written notice. Upon termination or expiration of this Agreement: (a) Customer shall cease all use of JFrog Fly, Documentation, and JFrog’s Confidential Information; and (b) JFrog will delete Customer Data within sixty (60) days.  JFrog has no obligation to return any data to Customer. Any sections of this Agreement that by their nature are intended to continue beyond the termination or expiration of this Agreement, shall survive any such termination or expiration.
5. INTELLECTUAL PROPERTY RIGHTS; FEEDBACK; DATA. The parties do not transfer, and are under no obligation to transfer, any title or ownership interest in or to their respective intellectual property rights in connection with this Agreement. JFrog reserves all rights not expressly granted to Customer hereunder. Customer hereby grants JFrog a: (a) worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, right and license to store, display, and use Customer Data and Input solely as necessary to provide JFrog Fly to Customer; and (b) worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into JFrog’s or its Affiliates’ products, services, or technology, any feedback, suggestions, and chat interactions provided by Customer relating to the operation of JFrog Fly and its products and services without restriction, obligation or payment, in accordance with JFrog’s Privacy Notice incorporated herein (www.jfrog.com/privacy-notice). To the extent JFrog processes any personal data on Customer’s behalf under this Agreement, the provisions of the JFrog Data Processing Addendum (available online at https://jfrog.com/jfrog-cloud-data-processing-addendum/) (“JFrog DPA”) will apply and are hereby incorporated by reference. Nothing herein grants any implied licenses or restricts, limits, or otherwise affects the ability of JFrog or its Affiliates to collect, use, store, disclose, or otherwise process any data about access and use of JFrog Fly by Customer.  Customer hereby irrevocably consents to JFrog monitoring Customer’s access and use of JFrog Fly.  Customer is solely responsible for data that Customer provides or uses within JFrog Fly including compliance with any regulations and laws applicable to such data and use.
6. CONFIDENTIALITY. Each party shall: (a) keep the other party’s Confidential Information confidential; (b) not use such Confidential Information, except solely to exercise its rights and fulfill its obligations under this Agreement; and (c) not disclose the other party’s Confidential Information, except to its Affiliates, and to its and its Affiliates’, employees, officers, directors, agents, contractors, consultants, service providers, subcontractors or professional advisors (collectively, “Representatives”) who: (i) “need to know” such Confidential Information for the purposes described in the foregoing (b); and (ii) are bound by confidentiality obligations no less stringent than those herein. For the sake of clarity, “JFrog’s  Confidential Information” includes confidential information disclosed by its Representatives in connection with this Agreement. JFrog may subcontract its obligations under this Agreement without obtaining Customer’s prior written approval.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS. 
   1. By Customer. Customer represents and warrants that: (i) Customer owns or otherwise has and will have the necessary rights, licenses, and consents in and relating to the Customer Data such that, as used by JFrog in accordance with this Agreement in connection with JFrog Fly, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights, of any third party or violate any applicable law; (ii) it has not given, offered, received or been offered any illegal or improper bribe, kickback, payment, gift, donation, or thing of value (excluding reasonable gifts and entertainment provided customarily and in good faith in the ordinary course of legitimate business activities) from JFrog or otherwise in connection with this Agreement; (iii) Customer, its Affiliates, and Customer Users are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties; and (iv) it will not, export, re-export, or release JFrog Fly to, or make JFrog Fly accessible from or to, any country, jurisdiction or person/entity to which export, re-export, or release is prohibited or restricted by applicable laws and regulations.
   2. Disclaimers. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, JFROG FLY AND THE LIMITED SUPPORT SERVICES ARE LICENSED TO CUSTOMER ON AN “AS IS” BASIS AND JFROG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, JFROG MAKES NO WARRANTY OF ANY KIND THAT JFROG FLY, ANY JFROG MATERIALS SHARED WITH CUSTOMER OR OUTPUT WILL BE ACCURATE, ERROR FREE, OR COMPLETE. ALL THIRD-PARTY TECHNOLOGY IS PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR THEREOF.
8. LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL JFROG OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY LOSS OR DAMAGE OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF JFROG OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) JFROG’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES TO JFROG IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. The parties agree that the limitations and exclusions of liability specified in this Section will survive and apply even if any limited remedy specified herein is found to have failed in its essential purpose. Customer shall be liable for the acts and omissions of its Affiliates and Customer Users in connection with this Agreement as if such acts or omissions were those of Customer. Customer may link, connect or use third-party components in conjunction with JFrog Fly at its sole risk and responsibility and solely in accordance with the Documentation and the applicable third-party license agreement.
9. INDEMNIFICATION. Customer will indemnify, defend, and hold harmless JFrog and its Affiliates from and against any claim, demand, suit or proceeding made or brought against JFrog by a third party arising out of its access and use of JFrog Fly, and will indemnify and hold harmless JFrog from any damages awarded against JFrog as a result of, or for any amounts paid by JFrog under a settlement approved by Customer in writing, together with all reasonable attorney fees and costs incurred in connection with such litigations or settlements. JFrog may join in defense with counsel of its own choice at its own expense. Customer shall not consent to the entry of any judgment or enter into any settlement or compromise requiring JFrog to admit liability, pay money, or take or refrain from any action without the prior written consent of JFrog.
10. BETA SERVICES. During the term, Customer may have an opportunity to have early access to beta features or products of JFrog, or a beta version of JFrog Fly (the “Beta Service”). The Beta Service is part of JFrog Fly, and therefore all rights, obligations and duties of JFrog and Customer in and to the Beta Service will be subject to the terms herein, as applicable. To the extent Customer registered for JFrog Fly via a Beta Service, the terms herein will apply to Customer’s subsequent purchase of JFrog Fly. Notwithstanding the foregoing, JFrog’s aggregate liability for any claim relating to the Beta Service, regardless of the form of action, will be limited to, and in no event shall exceed $50.00.
11. MISCELLANEOUS. JFrog may engage its Affiliates and subcontractors to perform, in whole or in part, any of its obligations under this Agreement, provided that the acts and omissions of any such Affiliate or subcontractor in performing JFrog’s obligations under this Agreement will be treated as the acts and omissions of JFrog under this Agreement. If any term of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction it will, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. No waiver hereunder will be effective, unless in a writing signed by a duly authorized signatory on behalf of the waiving party. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties. Customer may not assign or otherwise transfer this Agreement. The parties are independent contractors. There are no third-party beneficiaries under this Agreement. Titles and headings of this Agreement are for convenience only. The singular includes the plural, and vice versa. The terms “include” and “including” are not limiting. Reference to any agreement, website or document includes any modifications, supplements, amendments and replacements thereto. This Agreement (including the Documentation, Privacy Notice and Acceptable Use Policy) constitutes the complete, final and exclusive statement of the terms of the agreement between the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements, representations or understandings, written or oral, concerning its subject matter.
12. JFROG CONTRACTING ENTITY; GOVERNING LAW AND JURISDICTION. The Convention on Contracts for the International Sale of Goods and conflicts of laws principles do not apply to this Agreement. The applicable JFrog Contracting Entity is JFrog Ltd, except if Customer is domiciled in: (a) USA or a country in North or Central America, South America, or the Caribbean (“Region 1”), then such entity is JFrog, Inc.; or (b) Bahrain, Belgium, Egypt, France, French Polynesia, Indonesia, Kuwait, Luxembourg, Malaysia, New Caledonia, Qatar, Saudi Arabia, or the United Arab Emirates (“Region 2”), then such entity is JFrog SAS. This Agreement will be construed in accordance with and governed by the laws of Israel, and Tel Aviv, Israel is the exclusive jurisdiction and venue for any claim, dispute, or controversy arising out of or in connection with this Agreement, except if Customer is domiciled in: (i) Region 1, then such governing laws will be those of California, USA and such exclusive jurisdiction and venue will be the U.S. District Court for the Northern District of California or a state court located in or having jurisdiction over Santa Clara County, California; (ii) Region 2, then such governing laws will those of France and such exclusive jurisdiction and venue will Paris, France; or (iii) a country in Europe, Middle East, Africa or the Asia Pacific, excluding Israel, or a country in Region 2, then such governing laws will those of England and such exclusive jurisdiction and venue will be the courts in London, UK. Each party and its respective Affiliates hereby submit to the personal jurisdiction and venue of such applicable courts, and waive all rights they may have to object to the jurisdiction of any such applicable court, or to transfer or change the venue.