1.2 Unless you have entered into a separate Enterprise Subscription Agreement with AKEYLESS, these Terms of Service (together with the documents referred to within) constitute the terms on which you may make use of the Services which are made available to you via the AKEYLESS’ software platform at https://console.akeyless.io/.
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 will only create one account per email address.
2.1 To the Services. We may change or discontinue any of the Services from time to time. We will provide you with a prior notice if we are about to discontinue material functionality of the Services that you are using and paying for, or materially alter a customer-facing API that you are using and paying for, if in a backwards-incompatible fashion.
2.2 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.
3.1 AKEYLESS Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (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.
4.2 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.
4.3 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.
4.4 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.
4.5 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 this Agreement, 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 this Agreement and that the terms of your agreement with each such End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by any End User, you will immediately suspend access to Your Content and the Service Offerings by such End User.
5.1 Service Fees. We calculate and bill fees and charges monthly or as otherwise agreed between us in writing separately. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will 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 this Terms of Service 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 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 elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
5.2 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 this Agreement. 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 this Agreement 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 this Agreement.
6.1 Generally. We may suspend your or any of your End User’s 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 User’s 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 this Agreement;
(c) you are in breach of your payment obligations; or
(d) you have ceased to operate in the ordinary course, 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.
7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.
(a) Termination for Convenience. You may terminate this Agreement 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 this Agreement for any reason by providing you at least 30 days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement 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 this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, or (B) in order to comply with the law or requests of governmental entities.
7.3 Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 7.3(b), all your rights under this Agreement 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 7.3(b);
(iii) you will immediately return or, if instructed by us, destroy all of AKEYLESS’ Content in your possession; and
(iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.
(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), 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 this Agreement.
For any use of the Services after the Termination Date, the terms of this Agreement will apply.
8.1 Your Content. Except as provided in this Section 8, 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 End Users.
8.2 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 this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
8.3 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 this Agreement. 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 by this Agreement.
8.4 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.
9.1 General. You will 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 End Users’ use of the Service Offerings (including any activities under your AKEYLESS account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, your Users or Your Content; or (c) a dispute between you and an End User. 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.
9.2 Intellectual Property.
(a) Subject to the limitations in this Section 9, 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, and will pay the amount of any adverse final judgment or settlement.
(b) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, 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. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
9.3 Process. The obligations under this Section 8 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.
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.
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 A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT 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 THIS AGREEMENT 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 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement 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 this Agreement and AKEYLESS is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. 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 this Agreement (whether or not it would materially alter this Agreement) 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.
13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement 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, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 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.
13.5 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 13.5, rather than in court, except that you may assert claims in small claims court if your claims qualify.
13.6 Trade Compliance. In connection with this Agreement, 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.
13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement 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.
13.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.9 Confidentiality and Publicity. You may use AKEYLESS Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. 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 this Agreement or your use of the Service Offerings, without AKEYLESS prior written consent.
(a) To You. We may provide any notice to you under this Agreement 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.
(b) To Us. To give us notice under this Agreement, you must contact AKEYLESS by personal delivery, overnight courier or registered or certified mail to the mailing address, as applicable, listed for AKEYLESS in Section 13 below. 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.
13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
13.12 No Waivers. The failure by us to enforce any provision of this Agreement 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.
13.13 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement 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 this Agreement but the rest of the Agreement will remain in full force and effect.
“Acceptable Use Policy” describes prohibited uses of the services offered by AKEYLESS, as it may be updated by us from time to time.
“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.
“API” means an application program interface.
“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 this Agreement; (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.
“AKEYLESS Content” means Content we or any of our affiliates make available in connection with the Services or on the AKEYLESS Site 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).
“AKEYLESS LTD” – mailing address – Igal Alon 94, Alon Tower 2, Tel Aviv, Israel 6789140
“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 this Agreement.
“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.
“Content” means software (including machine images), data, text, audio, video or images.
“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.
“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.
“Governing Laws” and “Governing Courts” mean the courts of the district of Tel Aviv, Israel.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms.
“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.
“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.
“Service Offerings” means the Services (including associated APIs), the AKEYLESS Content, the AKEYLESS Marks, and any other product or service provided by us under this Agreement.
“Service Terms” means the rights and restrictions for particular Services, as may be updated by us from time to time.
“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.
“Term” means the term of this Agreement described in Section 6.1.
“Termination Date” means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the AKEYLESS Site or in conjunction with the Services.
“Trademark Use Guidelines” means the guidelines and trademark license, as they may be updated by us from time to time.
“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.