MARKETPLACE CONTRIBUTOR AGREEMENT

This Marketplace Contributor Agreement (this “Agreement“) is between CyberArk Software Ltd., including its affiliates (“CyberArk” or “we” or “us”) and you and the entity you represent (“Vendor” or “you“) as a vendor in the Cyberark Marketplace. Cyberark Marketplace is an online marketplace for downloadable software tools, plug-ins, connectors, integrations, extensions, libraries, and other software applications, including any artifacts, such as code and documentation, provided separately or with the foregoing (collectively “Marketplace Products“) that interoperate with applicable CyberArk Products (as defined below).

Before clicking to agree to this Agreement, please carefully read the terms and conditions below. Under this Agreement, you authorize CyberArk, among other things, to promote, resell, test and distribute Marketplace Products. We will not be liable if, for any reason, all or any part of the Marketplace is unavailable at any time or for any period.

You represent and warrant that you have the authority to bind the company or organization you represent to this Agreement and the terms “you” and “your” will refer to that company or organization. If you do not have that authority, or if you do not agree with this Agreement, you may not use and you must leave the Marketplace. CyberArk reserves the right to make changes to Marketplace and to this Marketplace Contributor Agreement at any time. Your continued use of Marketplace by making available your Marketplace Products on the Marketplace will constitute your acceptance of any new or amended Agreement.

IMPORTANT: THIS AGREEMENT IS A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU.   YOU ACCEPT THIS AGREEMENT BY (1) ACCESSING OR USING THE MARKETPLACE, (2) INDICATING ACCEPTANCE OF THIS AGREEMENT  WHEN IT IS PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THIS AGREEMENT.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY.  IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT CONTRIBUTE MARKETPLACE PRODUCTS. 

This Agreement does not have to be signed in order to be binding. You indicate your assent to the terms of this Agreement by checking the box (or similar action) to accept the Agreement that is presented to you at the time you sign up to list your Marketplace Products on the CyberArk Marketplace.

1. Introduction to the CyberArk Marketplace

The CyberArk Marketplace is a forum to enable vendors to make Marketplace Products available free of charge to customers who can then download them through the Marketplace.

2. Key Definitions

2.1. “CyberArk Marketplace” or “Marketplace” means any location at which CyberArk makes available or lists Marketplace Products, which may include [https://www.cyberark.com/marketplace] or any other webpage, application, mobile interface, service or user interface that allows for the discovery, download or purchase of Marketplace Products.

2.2. “Marketplace Guidelines” means the terms, rules and policies that CyberArk makes available at [https://www.cyberark.com/marketplace] setting forth requirements (as may be modified by CyberArk from time to time) for including your Marketplace Products in the CyberArk Marketplace as well as the Marketplace Terms of Use set forth at [https://www.cyberark.com/ communities-terms-use-marketplace] setting forth requirements (as may be modified by CyberArk from time to time) for use of the CyberArk Marketplace.

2.3. “New Versions” means any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to your Marketplace Products.

3. Marketplace Products; Licenses

3.1. Delivery of Your Product. You will deliver Marketplace Products to CyberArk with the following information and materials: (a) Marketplace Product title, version, category, vendor name, product description, integration type, logo or banner images, CyberArk product type and any other information related to the Marketplace Product that CyberArk requires; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or a particular Marketplace Product that you wish to appear in connection with your Product; (c) source code and (d) any Vendor EULA (defined below), implementation and installation guide and screen shots or videos (collectively being the “Product Information“). Together, the Marketplace Product and Product Information are referred to as “Content“.

3.2. Accuracy. You are responsible for providing accurate Product Information. If any Product Information is inaccurate or needs to be updated or modified, you will promptly provide CyberArk with corrections, updates, or modifications.

3.3. Compliance. You will ensure that all Content complies with this Agreement and any CyberArk’s Marketplace Guidelines (which may be made available to you in the Marketplace). The Marketplace Guidelines, as may be modified by CyberArk from time to time, may include (or reference) terms and conditions for creation or operation of Products, such as policies for development of Products for particular CyberArk products, CyberArk SDK usage terms, or other integration requirements. You must comply with all such terms. Nonetheless, the express terms and conditions of this Agreement will control in the event of any direct conflict with the Marketplace Guidelines or such included (or referenced) terms, but only with respect to the subject matter of this Agreement.

3.4. License Grant to CyberArk. You hereby grant CyberArk, during the Term (and thereafter in accordance with Section 10 (Term and Termination)), the nonexclusive, royalty‐free, fully paid up, irrevocable, worldwide right and license:

3.4.1. to resell, distribute or make available (including via download), as applicable, the Marketplace Products through the CyberArk Marketplace to end users by all means of electronic distribution available now or in the future;

3.4.2. to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Product Information (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with (i) the CyberArk Marketplace and (ii) listings for your Products; and

3.4.3. otherwise to use, store, copy and distribute your Content for testing and evaluation purposes; for CyberArk’s use internally, in source code and/or object code format (which CyberArk agrees not to decompile or reverse engineer), within the scope for which the Product’s use is reasonably intended (“Internal Use License“); for purposes of exercising CyberArk’s rights and fulfilling CyberArk’s obligations hereunder; and for purposes of enforcing this Agreement and the Marketplace Guidelines.

3.5. License Clarifications. The licenses granted to CyberArk in Section 3.4: (i) include rights to distribute, promote and make available New Versions to eligible end users, (ii) include the right, consistent with Section 10 (Term and Termination), after the Term to retain one or more electronic copies of each Marketplace Product and its associated Product Information and allow and downloads and re‐downloads of and access to Marketplace Products by end users, and (iii) are granted under all applicable intellectual property rights (including patent rights).

3.6. End User License Agreement (“EULA”). You, not CyberArk, license your Products to end users. You may provide your own EULA (“Vendor EULA“) with any Marketplace Product. However, your Vendor EULA (if any) must comply with the terms and conditions of this Agreement and must, at a minimum, include terms consistent with, and at least as protective of CyberArk, as the terms in the Standard EULA Terms (defined below). If you do not provide a Vendor EULA, then you agree that the provisions of the CyberArk Marketplace Terms of Use in which CyberArk designates default end user license terms (the “Standard EULA Terms“) will apply to end users’ use of your Marketplace Products. The Standard EULA Terms specify, among other things, that you are the licensor of your Marketplace Products and that CyberArk is not a party to your EULA. You agree that CyberArk does not and will not have any responsibility or liability related to compliance or non‐compliance by you or any end user under a Vendor EULA or the Standard EULA Terms.

4. Delivery Commitments and End User Responsibilities

4.1. Delivery Commitment. You will deliver electronically to CyberArk (and continue to make available during the Term) your Marketplace Products and any New Versions, together with any related Product Information, as soon as they are available.

4.2. Certification. Marketplace Products may be reviewed by CyberArk and CyberArk shall determine, in its sole discretion, whether to make the Marketplace Products available on the CyberArk Marketplace. Marketplace Products that are listed on the CyberArk Marketplace shall initially be identified as “Community” (meaning that the Marketplace Product has not been tested or validated by CyberArk.  You may request CyberArk to further review the Marketplace Product, which further review by CyberArk may requirement the payment of associated fees, in order to be listed as “Certified” by CyberArk (meaning the Marketplace Product has been tested and certified by CyberArk in accordance with its then-current certification process), or “Trusted” (meaning the Marketplace Product has been reviewed by CyberArk in accordance with its then-current certification process and meets the “Trusted” designation,4.3. End User Support. For Certified Marketplace Products, You will use commercially reasonable efforts to provide telephone, web-based and/or email support to the end user customers for your Marketplace Products during normal business hours without charge. You will provide to CyberArk  a current email address to which CyberArk may direct inquiries from users regarding your Marketplace Products. You are solely responsible for providing all support for your Marketplace Products, and for providing to users of your Marketplace Products all information necessary for their use of your Marketplace Products. At a minimum you agree to respond within 24 hours to any support request that CyberArk identifies as critical, and in all other cases within five business days of request from an end user or CyberArk.

5. Reservations of Rights

Subject to the rights granted in this Agreement and CyberArk’s ownership of certain software, APIs, documentation and related materials (the “CyberArk Materials“) to which CyberArk provides you access, as between you and us, you retain all right, title and interest in and to Content that you deliver to us. Subject to your rights in such Content, CyberArk retains all right, title and interest in and to the CyberArk Marketplace, CyberArk Materials, and other CyberArk products, and all technology, content, information, services, trademarks and other intellectual property used in connection with the foregoing.

6. Additional CyberArk Marketplace Terms

6.1. Prohibited Actions; Responsibilities. You may not reverse engineer, disassemble or decompile any binary code used in connection with the CyberArk Marketplace, including any CyberArk Materials that CyberArk provides you. You will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of CyberArk or of any end user or other third party. You agree not to make any representations, guarantees or warranties (1) that violate any laws or regulations, including any false advertising or consumer protection laws, (2) with respect to CyberArk, the CyberArk Marketplace, or CyberArk’s product or services, or (3) by CyberArk or on behalf of CyberArk. In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to disparage or devalue CyberArk or the Marketplace.

6.2. CyberArk Marketplace Operations. CyberArk maintains sole discretion to determine all features and operations of the CyberArk Marketplace. You acknowledge that CyberArk has no obligation to promote, distribute, list or offer for sale any Marketplace Product, or to continue to do so.

6.3. End User Data and PrivacyRelated Obligations. If you collect or otherwise receive any information, including end user name, company name (if any), physical or email addresses, and phone numbers, or other personally identifiable information or personal data of end users (“End User Data”), you agree that you will (i) use and authorize others to access and use the End User Data only for the purposes of providing and improving the functionality and user experience of your Marketplace Products, marketing your Marketplace Products to end users or such other purposes expressly permitted by the end user (in each case, in compliance with all Laws), and not modify any End User Data in a manner that adversely affects it integrity, and (ii) treat, store, transmit, disclose and use the information only in accordance with applicable privacy notices and laws, rules, regulations, orders, guidelines and other requirements of governmental agencies (together, “Laws“). Without limiting the foregoing and with respect to End User Data you collect, you shall (x) provide legally adequate privacy notices to each end user and obtain all necessary consents under Law and (y) notify end users that CyberArk is not responsible for the privacy, security or integrity of such End User Data. You shall also maintain and handle all of the End User Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable Laws. For the sake of clarity, CyberArk shall not be liable for or have any responsibility in connection with End User Data.

6.4. Export. Vendor shall conduct all activities under this Contributor Agreement in full compliance with applicable laws and regulations pertaining to export controls and trade and economic sanctions, including those administered and enforced by the United States government, the Israeli government, and any other governmental authorities with jurisdiction over Vendor’s activities (collectively, “Trade Controls”).  Vendor represents and warrants that: (1) none of Vendor’s Marketplace Products requires licensing or other government authorizations or regulatory approvals for export, reexport, transfer, or retransfer to any of the countries in which Marketplace is available (“Marketplace Countries”); or (2) Vendor has obtained any requisite licenses, authorizations, or other approvals and met all regulatory requirements pursuant to applicable Trade Controls.  Vendor shall promptly notify CyberArk in the event that Vendor’s Marketplace Products are not authorized to be made available in any Marketplace Country and/or of any instances of Vendor’s noncompliance with applicable Trade Controls.  Vendor acknowledges that Marketplace Countries do not include those that are the target of certain U.S. and Israeli sanctions programs (presently, Cuba, Lebanon, Libya, North Korea, Palestinian Authority, Iran, Iraq, Sudan, Syria, and the Crimea region of Ukraine).  Vendor further acknowledges that, in reliance on Vendor’s representations and certifications as to Trade Controls compliance, CyberArk may export Marketplace Products without Vendor’s prior approval and that CyberArk is not obligated to provide Vendor with identifying information regarding the end users that accessed the Marketplace Products.

6.5. Feedback. “Feedback” means any feedback, comments, suggestions, ideas, description of processes or other information that you may provide to CyberArk from time to time about or in connection with CyberArk Marketplace and/or Marketplace Products, including any ideas, concepts, know-how or techniques contained therein. You hereby grant CyberArk a perpetual, irrevocable, royalty‑free, fully‑paid, sublicensable, transferable, non‑exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, Feedback for any purpose, including incorporating or implementing the Feedback in the CyberArk Marketplace or any CyberArk products, applications or services. You agree that CyberArk may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise.

6.6. Aggregated Information. In addition to CyberArk’s other rights, CyberArk may collect aggregated information regarding the CyberArk Marketplace and Marketplace Products (excluding any personally identifiable information), including through the use of third party analytics tools such as Google Analytics (“Aggregated Information“) and may exploit and use the Aggregated Information for any purpose without restriction.

7. CyberArk Control of Marketplace

CyberArk may determine in its sole discretion to make available or list (or not make available and not list) any Marketplace Product through the CyberArk Marketplace. CyberArk may stop any transaction, or take other actions as needed to restrict access to or availability of any Content that does not comply with this Agreement or that otherwise might adversely affect end users. Inclusion of a Marketplace Product in the CyberArk Marketplace does not relieve you of responsibility to ensure the Marketplace Product complies with this Agreement or to perform other obligations under this Agreement.

8. Term and Termination

8.1. Term. The term of this Agreement (the “Term“) will begin on the date you agree to it in the manner set forth in the second paragraph of this Agreement and will continue until you or CyberArk terminates it.

8.2. Termination Rights. Either CyberArk or you are entitled to terminate this Agreement and access to your account (and/or this Agreement with respect to any particular Product(s)) with thirty (30) days advance written notice to the other party. In addition, either party may terminate this Agreement upon written notice to the other party if (a) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, or (b) the party breaches its confidentiality obligations under this Agreement, infringes or misappropriates the terminating party’s intellectual property rights.

8.2.1. Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you (or with the notice specified by CyberArk at the time), CyberArk may also terminate this Agreement (and/or terminate or suspend either your account on the Marketplace or this Agreement with respect to any particular Products) under the following circumstances: (1) CyberArk ceases to operate the Marketplace, (2) you violate this Agreement, or (3) CyberArk determines (in its discretion) that your participation in the Marketplace could result in legal or business liability to CyberArk or any third party or otherwise harm the Marketplace or other Marketplace vendors or users.

8.3. Transition. Following any termination or expiration of this Agreement or withdrawal of your Product from the Marketplace, in CyberArk’s discretion, (a) CyberArk may continue to fulfill any end user orders for Products pending as of the date the termination takes effect, and (b) CyberArk will use reasonable efforts to take down the listing for your Product within forty-five (45) days after termination (the “Transition Period“), but in any event CyberArk may continue to make available Products for further access, downloads or re‐downloads by existing end users of those Products for the duration of the end user’s license or subscription to the Product.

8.4. Effect of Termination; Survival. Unless otherwise specified by CyberArk all EULAs and associated end user licenses and subscriptions to Products will survive termination or expiration of this Agreement in accordance with their terms. The following sections of this Agreement will survive termination or expiration of this Agreement and any Transition Period: Sections 3.2 (Accuracy), 5 (Reservation of Rights), 6.5 (Feedback), 6.6 (Aggregated Information), and 8 (Term and Termination) through [17] (General).

9. Representations and Warranties

You represent, warrant and covenant that:

9.1. You are at least 18 years of age and are able to form a legally binding contract. If Vendor is a business or other legal entity and not an individual, then the individual entering into this Agreement on Vendor’s behalf represents that he or she has all necessary legal authority to bind Vendor to this Agreement;

9.2. You have the full right, power, and authority to enter into and fully perform this Agreement;

9.3. Before providing CyberArk any Content or listing Content in the CyberArk Marketplace, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement and to end users in relation to the Content, and you will be solely responsible for and will pay any licensors or co‐owners any royalties or other monies due to them related to such Content;

9.4. None of the following will violate any Law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) the Content; (iii) the sale or distribution of the Content as contemplated in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;

9.5. You will immediately notify CyberArk if you unexpectedly lose any intellectual property rights related to your Marketplace Products or become aware of a third party claim related to these rights;

9.6. Your Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property; and

9.7. You will include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users (e.g., as part of a Vendor EULA) based on your use of third party “open source” software or other third party intellectual property in any Product. You will also promptly make available to CyberArk, end users and any other third party that is entitled to it, the source code corresponding to any Product or portion thereof if and in the manner required by applicable third party terms and conditions. CyberArk’s exploitation (in any manner as permitted hereunder) of any Content will not subject it to, or cause it to violate, any open source or other third party terms or agreements of any kind.

10. Indemnity

To the maximum extent permitted by applicable laws, You will indemnify, defend and hold CyberArk hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) arising out of or related to (i) your violation of this Agreement or (ii) your Content (individually, a “Claim,” and collectively, the “Claims”). CyberArk will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of CyberArk’s choosing.  You may not settle any claims without CyberArk’s prior written consent (which will not be unreasonably withheld). If you do not promptly assume and conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate the Claim, then CyberArk may take control of the defense (without limiting your indemnification obligations). Your obligations under this Section 10 are independent of your other obligations under the Agreement.

11. CyberArk Confidential Information

11.1. Definition. All information disclosed by CyberArk that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information“. Confidential Information includes non-public aspects of the CyberArk Marketplace and Cyberark’s products, services and applications; non-public aspects of third-party applications listed in the CyberArk Marketplace to which you obtain access as a result of the relationship between you and CyberArk under this Agreement; and non-public technology, technical information and product plans to which you obtain access as a result of the relationship between you and CyberArk under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to CyberArk or anyone else.

11.2. Your Obligations. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide CyberArk with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at CyberArk’s cost, if CyberArk wishes to contest the disclosure.

11.3. Injunctive Relief. In event of actual or threatened breach of this Section 11, CyberArk shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.

12. Information You Provide Is Not Confidential

12.1. You understand and agree that CyberArk develops its own products and services and works with many other vendors and developers, and either CyberArk or these third parties could in the future develop (or already have developed) products similar to yours.

12.2. You should not provide to CyberArk any information that you consider confidential and you agree that CyberArk is not subject to any confidentiality obligations or use restrictions related to information that you may provide to us in relation to this Agreement. You expressly agree that neither this Agreement nor your participation in the Marketplace limits CyberArk’s right to develop or have developed for it products, concepts, systems or techniques that are similar to or compete with any Marketplace Products or any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to CyberArk. For clarity, however, this paragraph, in itself, does not grant CyberArk any license under your intellectual property rights.

13. CyberArk Trademarks/Publicity

You will: (i) only use the CyberArk Marks in the form and manner as set forth in the CyberArk Brand Guidelines and only in connection with the sale of your Marketplace Products in the CyberArk Marketplace; (ii) not register any domain names that contain any terms that are the same or similar to any CyberArk Marks; and (iii) upon expiration or termination of this Agreement for any reason, immediately cease all use of the CyberArk Marks, unless you are otherwise authorized to continue using the CyberArk Marks pursuant to a separate written agreement with CyberArk. “CyberArk Marks” means the trademarks, trade names, service marks and logos owned or otherwise used by CyberArk. Nothing contained herein shall grant you any ownership right in the CyberArk Marks.

14. Disclaimers and Limitations of Liability

14.1. Disclaimer of Warranties. THE MARKETPLACE AND ANY CYBERARK MATERIALS ARE PROVIDED “AS IS” AND CYBERARK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

14.2. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CYBERARK OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL OR BUSINESS, LOSS OR CORRUPTION OF DATA, OR COSTS TO PROCURE SUBTITUTE GOODS OR SERVICES, HOWEVER CAUSED, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF OR UNAVAILABILITY OF THE MARKETPLACE OR THE MARKETPLACE PRODUCTS OR OTHERISE ARISING OUT OF THE USE OR PERFORMANCE OF THE CYBERARK MATERIALS OR CYBERARK MARKETPLACE, REGARDLESS OF WHETHER CYBERARK OR AN AUTHORIZED CYBERARK REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS WILL APPLY TO YOU EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

15. Agreement Changes

This Agreement relates to the broader CyberArk Marketplace, which will change over time. CyberArk reserves the right to change this Agreement at any time in its sole discretion with the changes to become effective thirty (30) days after notice. CyberArk will give you notice of the changes by posting an updated version of this Agreement online or by emailing you at an email address you have provided. If you do not agree to any of the proposed changes, you may terminate this Agreement prior to the date on which the changes were to take effect by (i) providing written notice to CyberArkand (ii) terminating this Agreement and withdrawing all of your Products from the Marketplace. If you so terminate the Agreement, the proposed changes will have no effect on you. However, if you do not so terminate then your continued participation in the CyberArk Marketplace after changes to this Agreement take effect will constitute your acceptance of the changes.

16. Governing Law; Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules, and each party irrevocably and unconditionally agrees to submit to the exclusive jurisdiction of the courts located in the Commonwealth of Massachusetts. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens, irrevocably waive your right to a jury trial and agree that process may be served in a manner authorized by applicable law or court rule. Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any dispute arises under this Agreement the parties will negotiate in good faith to resolve the dispute. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms of Use.

17. General

This Agreement may not be amended except in writing signed by both parties or as provided in Section 15 (Agreement Changes) above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The word “including” will be interpreted without limitation when used in this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. CyberArk ‘s failure to enforce any provision of this Agreement will not constitute a waiver of CyberArk’s rights to subsequently enforce the provision. CyberArk may freely assign, transfer, and delegate its rights and obligations under this Agreement. You acknowledge and agree that CyberArk’s affiliates, contractors and service providers may exercise all rights of CyberArk under this Agreement, including CyberArk’s license rights. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without CyberArk’s prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as (1) you give CyberArk written notice of any such assignment at least ten business days before such assignment and (2) the assignee agrees in writing to be bound by all terms and conditions of this Agreement; however, in the event that CyberArk determines that such assignment is to a competitor of CyberArk, CyberArk may terminate this Agreement upon notice to you. Subject to the foregoing limitations, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement, including the agreements and guidelines linked herein, constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by CyberArk via email, via a posting in the Marketplace Guidelines, or via a message through your CyberArk account, or (ii) by you via email to [email protected] or to such other email or physical addresses as CyberArk may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.

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