Live Webinar: Using open source safely and effectively. Wed, Dec 15th @ 9am PT. Register now. Company Login ShiftLeft Privacy Policy Terms of Use Cookie Policy Terms of Use Revised September 16, 2021 Introduction These Terms of Use (these “Terms”) constitute a binding contract between ShiftLeft, Inc. (“ShiftLeft,” “we,” “our” or “us”) and in the case of an individual who accepts these Terms or otherwise accesses or uses the Services (as defined below) on his or her own behalf, such individual, or, in the case of an individual who accepts these Terms or otherwise accesses or uses the Services on behalf of a company or other legal entity, the ShiftLeft or legal entity (in each case, “Licensee”). BY ACCEPTING THESE TERMS THROUGH THE REQUIRED PROCESS OR OTHERWISE ACCESSING OR USING THE SERVICES, LICENSEE REPRESENTS AND WARRANTS THAT: (1) LICENSEE HAS READ AND UNDERSTANDS THESE TERMS, AND AGREES TO BE BOUND LEGALLY BY THESE TERMS; (2) LICENSEE IS EITHER AT LEAST 18 YEARS OF AGE OR HAS THE CONSENT OF A PARENT OR LEGAL GUARDIAN WHO IS AT LEAST 18 YEARS OF AGE TO USE THE SERVICES AND WHO WILL SUPERVISE LICENSEE’S USE; AND (3) IF LICENSEE IS ACCESSING THE SERVICES ON BEHALF OF A LEGAL ENTITY, THEN LICENSEE HAS THE AUTHORITY TO AND HEREBY DOES BIND SUCH LEGAL ENTITY TO THESE TERMS. IF LICENSEE DOES NOT AGREE WITH THESE TERMS OR OTHERWISE HAVE THE AUTHORITY TO ACCEPT THEM, THEN LICENSEE MUST REJECT THESE TERMS THROUGH THE REQUIRED PROCESS. Scope Service Overview. These Terms govern ShiftLeft’s provision of certain software products and services, including ShiftLeft’s runtime agent (the “Agent”) and any integration-related software provided by ShiftLeft to Licensee (collectively, the “Services”). The Services that ShiftLeft is to provide to Licensee are specified in one or more ordering documents (each such document, an “Order Form”). The Service does not include access to our Ocular product. You can learn more about obtaining access to our Ocular product here. Free Tier; Free Trial; Paid Plans. ShiftLeft may make the Services available to Licensee for free subject to certain monthly usage limitations (“Free Tier”) or on a trial basis for the period specified in an Order Form (“Free Trial”). ShiftLeft also offers paid access to the Services under various paid plans as further specified in an Order Form (each, a “Paid Plan”). Accounts. To access the Services, Licensee must register for an account and enter into an Order Form. The information that Licensee provides to ShiftLeft to register an account must be accurate and up-to-date and Licensee will keep it accurate and up-to-date at all times. Licensee is solely responsible for maintaining the confidentiality of its account and any access credentials that Licensee needs to access the account, and Licensee accepts responsibility for all activities that occur under its account. Use of Services Rights We Grant Licensee. Subject to these Terms, ShiftLeft grants Licensee a limited, non-exclusive, non-sublicensable, non-assignable right during the Term (as defined in Section 13(a)) to allow the number of users specified in the applicable Order Form (“Authorized Users”) to access and use the Services, solely in connection with Licensee’s internal business operations. Subject to these Terms, if Licensee has opted to utilize the Agent, ShiftLeft grants to Licensee a limited, non-exclusive, non-sublicensable, non-assignable license during the Term to allow Authorized Users to: (i) install the Agent and any integration-related software provided by ShiftLeft to Licensee on Licensee’s IT systems,. Use of Documentation. Subject to these Terms, ShiftLeft grants to Licensee a limited, non-exclusive, non-sublicenseable, non-assignable license to allow Authorized Users to use any user guide or similar documentation relating to the Services that ShiftLeft provides to Licensee, as revised from time to time (the “Documentation”), solely in connection with its internal business operations. Authorized Users. Licensee acknowledges and agrees that it is responsible for all use or misuse of the Services by its Authorized Users, and a breach by any Authorized User of any term of these Terms shall be deemed a breach under these Terms. As between the parties, Licensee agrees that is responsible for notifying and obtaining the agreement of such Authorized Users to the restrictions with respect to the Services. Restrictions on Licensee’s Use. Except as otherwise explicitly provided in these Terms, Licensee will not, and will not permit or authorize third parties, including Authorized Users, to: (i) use the Services or the Documentation (“ShiftLeft Materials”) for any reason other than for your own internal business operations, (ii) alter, decompile, reverse compile, create derivative works, translate, disassemble or reverse engineer or seek to obtain the source code of any software underlying the ShiftLeft Materials, (iii) resell the ShiftLeft Materials or any portion thereof, (iv) permit any third party to use the login credentials that have been assigned to Authorized Users, (v) remove or modify any copyright, trademark, or other proprietary notice contained in the ShiftLeft Materials including any Reports, (vi) circumvent or modify any security measures or technologies included as part of the ShiftLeft Materials, including those intended to restrict license rights, (vii) use the ShiftLeft Materials to build a competitive product or service, (viii) use the ShiftLeft Materials in violation of any local, national or international law or regulation, including any applicable export laws, (ix) knowingly transmit any data, send or upload any material that contains viruses, or any other similar computer code designed to adversely affect the operation of the Services. Licensee may use the Services with up to (A) if a limit on number of licensed developers is called out in the Order Form, the number of applications will be restricted to 5 times the number of licensed developers, or (B) if a limit on number of applications is set forth in an Order Form, then up to such limit. Applications with more than 1,000 libraries may not be uploaded to the Services. Notwithstanding anything to the contrary in these Terms, Licensee will not share or disclose Reports with any third party or use Reports for any purpose other than Licensee’s internal business operations. Suspension of Service. ShiftLeft reserves the right to immediately suspend access to the Services if ShiftLeft believes, in its sole discretion, that Licensee or any of its Authorized Users has misused the Services. Licensee's Configuration Data Certain Services may allow Licensee to submit a representation of Licensee’s source code or Licensee’s source code and other computing information (“Licensee’s Configuration Data”) to ShiftLeft to allow ShiftLeft to prepare reports and analyses of Licensee’s Configuration Data (“Reports”). At all times, Licensee retains all right, title, and interest in and to Licensee’s Configuration Data. Licensee grants ShiftLeft a non-exclusive, worldwide, royalty-free right, during the Term, to reproduce, distribute, create derivative works based on, and otherwise use Licensee’s Configuration Data in connection with performing the Services and its other obligations under these Terms. License represents and warrants that it has obtained all rights, consents, authorizations and permissions legally required to grant the rights set forth in these Terms and provide Licensee’s Configuration Data to ShiftLeft. Licensee further represents, warrants and covenants that Licensee’s Configuration Data does not, and the use or exploitation of the same as contemplated in these Terms, will not, infringe, misappropriate or violate the intellectual property or other rights of any third party. Ownership of Services Except for the rights granted to Licensee in Section 2 above and Licensee’s rights to Licensee’s Configuration Data, as between ShiftLeft and Licensee, ShiftLeft retains all right, title and interest, including all intellectual property rights, in and to the ShiftLeft Materials and all information, data, algorithms, software, results, and other content that is derived by or through Licensee’s and its Authorized Users’ interactions with the Services or from ShiftLeft’s processing of Licensee’s Configuration Data, including Reports (excluding, for the avoidance of doubt, Licensee’s Configuration Data and any Confidential Information of Licensee included in such Reports). When these Terms expire or terminate for any reason, we have no further duty to retain Licensee’s Configuration Data, including Licensee’s Configuration Data that may be contained in any Reports. Feedback Licensee may provide ShiftLeft with feedback about Licensee’s use of and experience with any aspect of the Services (“Feedback”). Licensee hereby grants to ShiftLeft a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free license, with the right to grant and authorize sublicenses (through multiple tiers), to use and exploit such Feedback in any manner without any restriction or any payment or credit due to Licensee. Fees Licensee will pay all fees set forth in each Order Form. All fees are payable in U.S. dollars and are due annually, in advance, unless otherwise stated in an Order Form. Payment is due net 30 from date of invoice. Licensee authorizes ShiftLeft to charge all sums for the Services that Licensee selects as described in an Order Form, including all applicable taxes, to the payment method specified in Licensee’s account. If Licensee pays any fees with a credit card, ShiftLeft may seek pre-authorization of Licensee’s credit card account prior to Licensee’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Licensee’s purchase. Licensee authorizes ShiftLeft to periodically charge, on a going-forward basis and until termination of these Terms or the applicable Order Form, all accrued sums on or before the payment due date for the accrued sums as described in the Order Form. Licensee will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes except for taxes based solely on ShiftLeft’s net income. Free Access to Services If Licensee obtains access to the Services via the Free Tier or a Free Trial (the term of such Free Tier or Free Trial, the “Free Access Period”), then the following terms apply with respect to the Services accessed during the Free Access Period: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE FREE ACCESS PERIOD, THE SHIFTLEFT MATERIALS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SHIFTLEFT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SHIFTLEFT MATERIALS FOR THE FREE ACCESS PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SHIFTLEFT’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE ACCESS PERIOD SHALL NOT EXCEED $100. WITHOUT LIMITING THE FOREGOING, SHIFTLEFT DOES NOT REPRESENT OR WARRANT TO LICENSEE THAT: (1) LICENSEE’S USE OF THE SHIFTLEFT MATERIALS DURING THE FREE ACCESS PERIOD WILL MEET LICENSEE’S REQUIREMENTS, (2) LICENSEE’S USE OF THE SHIFTLEFT MATERIALS DURING THE FREE ACCESS PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (3) USAGE DATA PROVIDED DURING THE FREE ACCESS PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, LICENSEE SHALL BE FULLY LIABLE UNDER THESE TERMS TO SHIFTLEFT FOR ANY DAMAGES ARISING OUT OF LICENSEE’S USE OF THE SHIFTLEFT MATERIALS DURING THE FREE ACCESS PERIOD, ANY BREACH BY LICENSEE OF THESE TERMS AND ANY OF LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER. Maintenance During the Term, we will provide scheduled maintenance, in accordance with our then-current Service Level Agreement which can be found at https://docs.shiftleft.io/ngsast/product-info/sla (“Service Level Agreement” or “SLA”). Professional Services ShiftLeft will use commercially reasonable efforts to perform implementation, training or other services (“Professional Services”), if any, set forth in each Order Form. Nothing in these Terms or any Order Form will be understood to prevent ShiftLeft from developing similar work product or deliverables for other customers. Any and all technology in any form or medium, including software and other works of authorship, data, databases, and collections of data, inventions (whether or not patentable) or discoveries, trade secrets and confidential information, and any processes, know-how or techniques, in each case, that is conceived, developed or reduced to practice in connection with the Professional Services that ShiftLeft incorporates into the Services is deemed covered by the license to Licensee in Section 2 solely as and to the extent the same is so incorporated into the Services. Confidentiality a. Generally. “Confidential Information” means all confidential information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), in any form, that either is designated as confidential or that reasonably should be understood to be confidential given the type of information disclosed and the circumstances surrounding such disclosure. Confidential Information includes, among other things, analyses, business concepts, computer programs, configurations, designs, drawings, ideas, inventions, know-how, login credentials, pricing, product road maps, prototypes, source code, schematics, and trade secrets. Unless it falls into one of the exceptions below, Licensee’s Configuration Data is Licensee’s Confidential Information, and the software underlying the Services, including any trade secrets embodied therein, is our Confidential Information. Confidential Information does not include data or information which the Receiving Party can show is or has become public knowledge through no fault of the Receiving Party, was known to the Receiving Party at the time of disclosure without an obligation of confidentiality, is disclosed after written approval of the Disclosing Party, becomes known to the Receiving Party from a source other than the Disclosing Party without an obligation of confidentiality, or is independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. b. Protection of Information. Each party shall protect the other’s Confidential Information with the same degree of care as it uses to protect its own similar information, and at least a reasonable degree of care. Confidential Information may only be used for the purposes of performance under these Terms. The Receiving Party recognizes that disclosure of Confidential Information would cause substantial harm for which monetary damages would not be sufficient, and so, if there is an unauthorized disclosure, the Disclosing Party is entitled to equitable relief in addition to any other remedies it might have at law. Our Warranties We represent and warrant that, during the Term, the Services will substantially conform to the Documentation. This warranty does not apply to the extent that Licensee is using the Services in violation of these Terms or the Documentation. THE SERVICES ARE PROVIDED AS-IS AND WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY ADDITIONAL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL IDENTIFY ANY OR ALL SECURITY VULNERABILITIES; THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS; THE INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE; OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAKE NO PROMISES THAT THE SERVICES WILL WORK TOGETHER WITH ANY THIRD-PARTY PRODUCTS, OR THAT THE RESULTS OF SUCH USE WILL BE EFFECTIVE, ACCURATE OR RELIABLE. Limitation of Liability EXCEPT TO THE EXTENT LIMITED BY LAW, WE ARE NOT LIABLE TO LICENSEE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, BUSINESS INTERRUPTION, LOST PROFITS, OR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, AND HOWEVER ARISING. WE ARE NOT LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER THIRD-PARTY PRODUCTS OR SYSTEMS OUTSIDE OF OUR REASONABLE CONTROL. OUR ENTIRE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE DURING THE PRIOR TWELVE MONTHS UNDER THESE TERMS. Term and Termination a. Term. These Terms will remain in effect during the term specified in the applicable Order Form (the “Term”), unless earlier terminated in accordance with these Terms. b. Termination for Cause. Either of party may terminate an Order Form immediately upon notice if the other materially breaches these Terms and doesn’t remedy such breach within 30 days after receiving notification of such breach, ceases operation without a successor, or becomes the subject of any bankruptcy, makes a general assignment for the benefit of creditors, or files a petition seeking reorganization. c. Effect of Termination. Upon any termination of these Terms, (i) Licensee will cease using the ShiftLeft Materials, Licensee will return or destroy all ShiftLeft Materials in its possession or control, (ii) Licensee will pay to ShiftLeft any fees or other amounts that have accrued prior to the effective date of the termination, and (iii) any and all liabilities accrued prior to the effective date of the termination will survive. Once these Terms terminate, we have no further obligation to retain Licensee’s Configuration Data or Reports. The following sections will survive termination or expiration of these Terms: 2(d), 3, 4, 5, 6, 7, 10, 11, 12, 13(c), and 14. Other Important Information a. Privacy and Communications. Licensee’s use of the Services is also subject to ShiftLeft’s Privacy Policy available here: https://www.shiftleft.io/privacy-security/ (the “Privacy Policy”), which is incorporated into these Terms by this reference. By using the Services, Licensee consents to receiving certain electronic communications from ShiftLeft as further described in the Privacy Policy [https://www.shiftleft.io/privacy-security/ . Please read the Privacy Policy https://www.shiftleft.io/privacy-security/ to learn more about Licensee’s choices regarding ShiftLeft’s electronic communications practices. Licensee agrees that any notices, agreements, disclosures, or other communications that ShiftLeft sends to Licensee electronically will satisfy any legal communication requirements, including that such communications be in writing. b. Changes. ShiftLeft may make changes or updates to the ShiftLeft Materials during the Term, including to reflect changes in technology, industry practices and patterns of system use; however any such changes will not result in a material reduction in the level of performance or availability of the ShiftLeft Materials provided to Licensee during the Term. c. Modification of these Terms. ShiftLeft reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Licensee’s rights or obligations, ShiftLeft may require that Licensee accept the modified Terms in order to continue to use the Services. Material modifications are effective upon Licensee’s acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14(b), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. d. Interpretation. Unless a clear contrary intention appears: (i) any term defined in the singular includes the plural when required by the applicable context; (ii) the headings in these Terms are for convenience of reference only, will not be deemed to be a part of these Terms, and will not be referred to in connection with the interpretation of these Terms; and (iii) uses of “including” mean “including, without limitation.” Any ambiguity in these Terms will be interpreted without regard to which party drafted these Terms or any part thereof. e. Assignment. Licensee may not assign these Terms in whole or in part without our prior written consent. We may freely assign to a successor-in-interest of all or substantially all of our assets or voting securities, provided that such successor agrees to be bound by the terms of these Terms. Any attempted assignment in violation of this provision will be void. f. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. g. Arbitration Any dispute with respect to these Terms will be settled by binding arbitration in San Mateo, California, under the Rules of the American Arbitration Association by three arbitrators appointed in accordance with such rules. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with these Terms. LICENSEE UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS, LICENSEE AND SHIFTLEFT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing paragraph, Licensee acknowledges and agrees that a breach or threatened breach of these Terms would cause ShiftLeft irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, ShiftLeft will be entitled to equitable relief and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. h. Entire Agreement. All Order Forms are incorporated by reference into these Terms. In the event of a conflict between the terms of these Terms and any Order Form, the terms in these Terms will prevail. These Terms, including all Order Forms, are the sole agreement of the parties concerning the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings with respect to said subject matter. No terms of any purchase order, acknowledgement, or other form provided by Licensee will modify these Terms, regardless of any failure of ShiftLeft to object to such terms. i. Force Majeure. Neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, pandemic, epidemic, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure or degradation of the Internet, but in all cases excluding the payment of fees (each, a “Force Majeure”). The delayed party must give the other party notice of such Force Majeure and use commercially reasonable efforts to correct such failure or delay in performance. j. Governing Law. Any disputes arising out of these Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any claim shall be brought in the federal courts for the Northern District of California or the state courts located in San Mateo, California. k. Government End User. ShiftLeft provides the Services, and all related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as specified in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, then it must negotiate with ShiftLeft to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in the applicable agreement. l. Notices. Any notice required or permitted under these Terms will be effective if it is: (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the Order Form and with the appropriate postage affixed; or (ii) sent via electronic mail to the applicable person set forth in the Order Form. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, and/or on the same day an electronic mail is sent to the recipient. Notwithstanding the foregoing in this Section 14(l), any notices threatening litigation or alleging breach of these Terms must be sent under method (i) in this Section. m. Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. n. Severability. If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, then: (i) it will be severed from these Terms; (ii) the court of competent jurisdiction will replace the severed provision with another provision that most closely reflects the parties’ original intent to the fullest extent permitted by applicable law; and (iii) these Terms will remain in full force and effect. o. Waiver. All waivers of rights arising under these Terms must be made in writing by the party waiving rights, and all amendments to these Terms must be made in writing and signed by authorized representatives of both parties. Ready to secure code at scale? 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