Terms of Service

Last Updated: January 2021

1. General.

1.1. Your access and use any Service Offerings provided by us is subject to the provisions of these Terms. In addition, Service Level Agreements and other service terms may also apply to certain Service Offerings. You are required to comply with these Terms, as well as other policies and agreements with us, including our Use Policy, Privacy Policy, Service Level Agreement, Service Terms and Trademark Use Guidelines, as applicable to your use of the Service Offerings.

1.2. Unless you have entered into a separate Enterprise Subscription Agreement with Akeyless, these Terms of Service (together with the documents referred to herein) constitute the terms of your use of the Service Offerings, made available to you via Akeyless’ software platform at the console.

1.3. If you have entered into a separate Enterprise Subscription Agreement with Akeyless for your permitted employees, contractors and agents’ usage of the Services, then that agreement shall supersede the corresponding Terms of Service herein.

1.4. Your Account. To access the Services, you must have a valid Akeyless account associated with a valid email address. Unless explicitly permitted in writing by Akeyless, you may only create one account per email address.

2. Definitions.

2.1. “Acceptable Use Policy” describes prohibited uses of the services offered by Akeyless, as it may be updated by us from time to time.

2.2. “Account Information” means information about you that you provide to us in connection with the creation or administration of your Akeyless account. For example, Account Information includes names, company names, phone numbers, email addresses and billing information associated with your Akeyless account.

2.3. “API” means an application program interface.

2.4. “Akeyless Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Akeyless Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Akeyless Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Akeyless Confidential Information.

2.5. “Akeyless Content” means Content we or any of our affiliates make available in connection with the Services to allow access to and use of the Services, including APIs; SDK; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel).

2.6. “Akeyless Security LTD – mailing address – 94 Igaal Alon st., Alon Tower 2, Tel Aviv, Israel 6789140

2.7. “Akeyless Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Akeyless and its affiliates that we may make available to you in connection with these Terms.

2.8. “Akeyless Site” means https://console.akeyless.io/ (and any successor or related site designated by us), as may be updated by us from time to time.

2.9. “Content” means software (including machine images), data, text, audio, video or images.

2.10. “Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://akeyless.readme.io/docs (and any successor or related locations designated by us), as such user guides and admin guides may be updated by Akeyless from time to time.

2.11. “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Akeyless account, rather than under your account.

2.12. “Governing Laws” and “Governing Courts” mean the courts of the district of Tel Aviv, Israel.

2.13. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

2.14. “Policies” means the Acceptable Use Policy, Privacy Policy, the Service Terms, the Trademark Use Guidelines, all restrictions described in the Akeyless Content and on the Akeyless Site, and any other policy or terms referenced in or incorporated into these Terms, but does not include whitepapers or other marketing materials referenced on the Akeyless Site.

2.15. “Privacy Policy” describes how we collect and use your personal information in relation to Akeyless service, as it may be updated by us from time to time.

2.16. “Service” means each of the services made available by us or our affiliates, as may be updated from time to time, including our web services, as described in this Service Terms.

2.17. “Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

2.18. “Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Akeyless Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services may be updated by Akeyless from time to time. See the Service Level Agreement.

2.19. “Service Offerings” means the Services (including associated APIs), the Akeyless Content, the Akeyless Marks, and any other product or service provided by us under these Terms.

2.20. “Service Terms” means the rights and restrictions for particular Services, as may be updated by us from time to time.

2.21. “Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

2.22. “Term” means the term of these Terms described in Section 9.1.

2.23. “Termination Date” means the effective date of termination provided in accordance with Section 9, in a notice from one party to the other.

2.24. “Third-Party Content” means Content made available to you by any third party on the Akeyless Site or in conjunction with the Services.

2.25. “Trademark Use Guidelines” means the guidelines and trademark license, as they may be updated by us from time to time.

2.26. “Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Akeyless account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.

3. Changes.

3.1 To the Services. We may change or discontinue any of the Services from time to time.  We will provide you with notice if we are about to discontinue a material functionality of the Services.

3.2 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 14.

4. Restricted Uses.

In connection with your use of Akeyless’ Services, without limiting any other obligations under these Terms or applicable law, you shall not, and shall not permit others to:

4.1 Modify the Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Services, servers or networks connected to the Services, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;

4.2 Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Services;

4.3 Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services, technology or any software thereto;

4.4 Create a database by systematically downloading and storing all or any content from the Services;

4.5 Use the Services for any illegal, immoral or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;

4.6 Use the Services in a manner which infringes another person’s rights in any way, including privacy rights, any manner which is harassing, or otherwise offensive; and

4.7 Use the Services in a way that infringes or violates these Terms.

5. Security and Data Privacy.

5.1 Akeyless Security. Without limiting Section 12 or your obligations under Section 4, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

5.2 Data Privacy. For information on how we collect, use and share personal data, please see our Privacy Policy. In addition, any of Your Content which include your customers Personal Data shall be govern by our Data Processing Agreement.

6. Your Responsibilities.

6.1 Your Accounts. Except to the extent caused by our breach of Terms (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your authorized employees or a third party (including your contractors, agents or End Users), and (b) we are not responsible for unauthorized access, granted by you, to your account.

6.2 Your Content. You will ensure that Your Content and your authorized users’ usage of Your Content and/or the Service Offerings will not violate any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. You warrant that by uploading Your Content you will not infringe any rights, including any privacy rights, of any third parties and that you have all required rights and authorizations to upload and share Your Content with us. 

6.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate actions to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection. Specifically, in case the customer chooses to use a local, customer key fragment, it is under his direct responsibility to make sure it is properly backed-up.

6.4 Log-In Credentials and Account Keys. Akeyless Access-ID/Account-Key and/or email/password credentials that are generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your users and subcontractors performing work on your behalf. If you chose to disclose your private key to a 3rd party, it is under your sole responsibility and any improper or unauthorized use, as well as any consequence of such use, is solely at your responsibility.

6.5 End Users. You will be considered to have taken any action that you permit, assist or facilitate any person or entity to take related to these Terms, of Your Content or use of the Service Offerings. You are responsible for your End Users’ usage of Your Content and the Service Offerings. You will ensure that all your End Users comply with your obligations under these Terms and that the terms of your agreement with each such End User are consistent with these Terms. If you become aware of any violation of your obligations under these Terms caused by any End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. 

7. Fees and Payment.

7.1 Service Fees. We bill fees and charges on a monthly basis. We may bill you at any time or at a different frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You are required to pay us the applicable fees and charges for use of the Service Offerings as described on the Akeyless Site or as otherwise agreed between us in writing separately, using one of the payment methods we support. All amounts payable by you under these Terms will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Akeyless Site, unless we expressly state otherwise in a public notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

All payment obligations are non-cancelable and all amounts paid are non-refundable whether or not such Services are actively used or not.

7.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all direct taxes, notably including but not limited to income taxes, gross receipts taxes, franchise taxes and property taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under these Terms. All fees payable by you are exclusive of Indirect Taxes. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under these Terms will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under these Terms. 

8. Temporary Suspension.

Generally. We may suspend your or any of your End Users’ rights to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine that:

(a) you or any of your End Users’ use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or Content of any other Akeyless customer, (iii) could subject us, our affiliates, or any third party associated with us, to liability, or (iv) could be fraudulent; 

(b) you are, or any of your End Users is in breach of these Terms or use the Service Offerings in a way that infringes or violates these Terms; or

(c) you are in breach of your payment obligations to Akeyless; or

(d) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

9. Term; Termination.

9.1 Term. The term of these Terms will commence on the Effective Date and will remain in effect until terminated under this Section 9. Any notice of termination of these Terms by either party to the other must include a Termination Date that complies with the notice periods in Section 9.2.

9.2 Termination.

9.2.1 Termination for Convenience. You may terminate these Terms for any reason by providing us prior notice (30 days advance in writing) and closing (payment of all due payments) your account for all Services for which we provide an account closing mechanism. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice.

9.2.2 Termination for Cause.

(i) By Either Party. Either party may terminate these Terms for cause if the other party is in material breach of these Terms and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, your account shall be closed.

(ii) By Us. We may also terminate these Terms immediately upon notice to you for cause if we have the right to suspend under Section 8, or in order to comply with the law or requests of governmental entities.

9.3 Effect of Termination.

9.3.1 Generally. Upon the Termination Date:

(i) except as provided herein, all your rights under these Terms immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 9.3.2;

(iii) you will immediately return or, if instructed by us, destroy all of Akeyless’ Content in your possession; and

(iv) Sections 2, 3, 4, 10, 11, 12, 13, 14, and 15 will continue to apply in accordance with their terms.

9.3.2 Post-Termination. Unless we terminate your use of the Service Offerings for cause pursuant to Section 9.2.2(ii), during the 30 days following the Termination Date:

(i) we will not take action to remove from the Akeyless systems any of Your Content as a result of the termination; and

(ii) we will allow you to retrieve Your Content from the Services only if you have paid in full all amounts due to us under these Terms.

For any use of the Services after the Termination Date, the terms of these Terms will apply.

10. Proprietary Rights.

10.1 Certain content and information provided on and through the Service Offerings, including, without limitation, any of our logos, trademarks, graphics, designs, information, texts, images, software, data and other material displayed, available or present on the Service Offerings (the “Content”), are the copyrighted and/or trademarked work of Akeyless and/or its affiliates and/or licensors.

10.2 Akeyless retains all rights, including any intellectual property rights, in the Content. Except as expressly permitted in these Terms, you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content in any manner.

10.3 Akeyless is, and shall remain at all times, the sole and exclusive owner of any and all rights, interests and title in the Service Offerings, its code, and any underlying intellectual property rights and know-how associated therewith or with any part thereto, including without limitation any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection therewith. Nothing in these Terms shall prohibit Akeyless in any manner from using, developing, marketing, licensing, or otherwise disposing of the Service Offerings, or concepts, software or code embodied therein anywhere in the world; nor shall anything herein be construed to grant to You any rights in or to any present or future products of the Akeyless, whether or not similar to the Service Offerings.

10.4 Your Content. Except as provided in this Section 10, we obtain no rights from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and your End Users and for our internal business purposes, including to develop, improve and enhance Service Offerings, such as in the context of machine learning and development to algorithms.

10.5 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by these Terms; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy. 

10.6 License Restrictions. Neither you nor End Users will use the Service Offerings in any manner or for any purpose other than as expressly permitted by these Terms. Neither you nor End Users will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings, (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You may only use the Akeyless’ Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted these Terms by Akeyless in writing.

10.7 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions. 

11. Indemnification.

11.1 General. You undertake to defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or your End Users’ use of the Service Offerings (including any activities under your Akeyless account and use by your employees and personnel); (b) breach of these Terms or violation of applicable law by you, your Users or Your Content; or (c) a dispute between you and an End User. In addition, you will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

11.2 Intellectual Property and privacy.

11.2.1 Subject to the limitations in this Section 11, you will defend Akeyless, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or mis-appropriates that third party’s intellectual property rights, or infringers the privacy of any third party, and will pay the amount of any adverse final judgment or settlement.

11.2.2 Akeyless will have no obligations or liability under this Section 11.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method.  without derogating from the generality of the above in this Section 11, Akeyless will have no obligations or liability arising from your or End User’s use of the Services after Akeyless has notified you to discontinue such use.

11.3 Process. The obligations under this Section 11 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, without the written consent of the other party. 

12. Disclaimers.

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 

13. Limitations of Liability.

WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE LABLE OR RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR ANY DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. THE LIMITATIONS IN THIS SECTION 13 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT SHALL OUR LIABILITY FOR ALL DAMAGES EXCEED THE ACTUAL PRICE PAID BY YOU FOR YOUR USE OF THE SERVICE OFFERINGS DURING THE 3 MONTHS PERIOD PRIOR TO THE CLAIM BEING MADE.

14. Modifications to the Terms.

We may revise these Terms of Service at any time by amending this page. Where appropriate (for example, where the changes limit your rights or increase your obligations), we will also give you notice of the changes by sending you an email – where possible, a reasonable time in advance. Please check this page from time to time and give careful consideration to any emails we send you, as the changes to the Terms of Service will be binding on you.

15. Miscellaneous.

15.1 Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 15.1 will be void. We may assign these Terms at any time without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Akeyless as a party to these Terms and Akeyless is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

15.2 Entire Agreement. These Terms incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

15.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, global pandemic storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.4 Jurisdiction/ Governing Law. These Terms of Service, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Israeli law. We both agree to the exclusive jurisdiction of the courts of Tel Aviv, Israel.

15.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Akeyless, will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts; except, if the applicable Contracting Party is Akeyless LTD, any such dispute will be resolved by binding arbitration as provided in this Section 15.5, rather than in court, except that you may assert claims in small claims court if your claims qualify. 

15.6 Trade Compliance. In connection with these Terms, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to an Israeli company. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, in which any of the foregoing occur.

15.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

15.8 Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms, the English language version of the Agreement will control if there is any conflict.

15.9 Confidentiality and Publicity. You may use Akeyless Confidential Information only in connection with your use of the Service Offerings as permitted under these Terms. You will not disclose Akeyless Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Akeyless Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to these Terms or your use of the Service Offerings, without Akeyless prior written consent.

15.10 Notice.

15.10.1 To You. We may provide any notice to you under these Terms by: (i) posting a notice on the Akeyless Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Akeyless Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually retrieved the email.

15.10.2 To Us. To give us notice under these Terms, you must contact Akeyless by personal delivery, overnight courier or registered or certified mail to the mailing address, as applicable, listed for Akeyless in our website. We may update the address for notices to us by posting a notice on the Akeyless Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

15.11 No Third-Party Beneficiaries. Except as set forth in Section 13, these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

15.12 No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.13 Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Agreement will remain in full force and effect.