SailPoint

Page 1of 5(V. 20210111),SOFTWARE AS A SERVICE AGREEMENT (APAC) (V.20210111),PLEASE READ THIS SAAS AGREEMENT BEFORE USING SAILPOINT’S SERVICES. BY ACCESSING OR USING SAILPOINT’S IDENTITY NOW ,SOFTWARE AS A SERVICE OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF ,THIS SAAS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SAAS AGREEMENT, DO NOT ACCESS OR USE ,THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR SAILPOINT’S ,SOFTWARE AS A SERVICE OFFERING, SUCH AGREEMENT SHALL SUPERSEDE THIS SAAS AGREEMENT. ,WHEREAS, SailPoint is the provider of SaaS Service and the Customer wishes to obtain access to the same under the terms of this SaaS ,Agreement. and,WHEREAS, the parties desire that this SaaS Agreement serve as a master agreement between them for the purposes of any Orders that ,Customer may place with SailPoint or a Partner, from time to time. ,1.DEFINITIONS,As used in this SaaS Agreement:,“Customer Data” means all data and other information that Customer ,or a User provides or makes available to SailPoint in connection with ,the Services or this SaaS Agreement. ,“Customer Personal Data” means all Customer Data relating to an ,identified or identifiable natural person.,“Documentation” means the user guides, online help, and release ,notes, provided or made available by SailPoint to Customer regarding ,the use or operation of the SaaS Service.,“Identity Cube”means a unique collection of identity data for an ,individual human, a non-human bot, or other user that will be granted ,access to and/or managed by the SaaS Service. Identity data may be ,physically or logically maintained in a single repository or in separate ,physical or logical repositories. ,“Order” means the schedule, quotation, statement of work, or other ,document(s) by which Customer orders the SaaS Service or Other ,Services pursuant to this SaaS Agreement. ,“OtherServices” means all technical and non-technical services ,identified in anOrder and performed or delivered by SailPoint under ,this SaaS Agreement, consisting solely of implementation services, ,implementation support, best practices consultations, integration ,efforts, and training and education services, which are provided on a ,non-work for hire basis and documented in statements of work ,mutually agreed to by the parties. For purposes of clarity, Other ,Services does not include the SaaS Service or the SaaS Support.,“Partner” means a reseller or distributor that has an agreement with ,SailPoint that authorizes them to resell the SaaS Service or Other ,Services.,“Required Software” means the object code version of the Virtual ,Appliance, including any updates or new versions. The Required ,Software is a virtual machine that connects Customer’s target ,Sources using public APIs, connectors, and integrations to the SaaS ,Service.,“SaaS Service” means the specific SailPoint internet-accessible ,identity governance software-as-a-service(s) identified in an Order have sole responsibility for the accuracy, quality, and legality of the ,hosted by SailPoint or its service provider and made available to ,Customer over a network on a term-use basis and, except with Customer Data and the right to provide the Customer Data for the ,respect to Section 2.1 (Provision of SaaS Service), includes the ,Required Software.,“Services”means the SaaS Service, SaaS Support, and Other ,Services.,“Source”means a Customer managed target system for reading data ,from and, if supported by the specific system, writing changes to user ,accounts. The connection to a target system can be managed via a ,direct connector or a flat file.,“Term” means that period(s) specified in an Order during which ,Customer will have access to and use of the SaaS Service. ,“User” means an employee or independent contractor of Customer or ,other Identity Cube user that Customer authorizes to use the SaaS ,Service on Customer’s behalf.,2.SAAS SERVICE,2.1.Provision of SaaS Service. During the Term, SailPoint grants and protection, and international activities. Customer acknowledges ,Customer a limited, non-exclusive, non-transferrable (except in ,accordance with Section 12.1 (Assignment)), non-sublicensable, ,royalty-free right to access and use the SaaS Service in accordance ,with the Documentation, solely for Customer’s internal business ,operations, in each case subject to the terms of this SaaS Agreement, ,including the number of Identity Cubes and Sources documented in ,the Order. Customer agrees that its purchaseof the Services is ,neither contingent upon the delivery of any future functionality or ,features nor dependent upon any oral or written public comments ,made by SailPoint with respect to future functionality or features.,2.2.Required Software. Customer acknowledges that use of the SaaS ,Service requires the installation of the Required Software as a pre-,requisite for using the SaaS Service. Customer agrees to install such ,Required Software, including any required updates if and when ,available. SailPoint hereby grants to Customer a limited, non-,exclusive, non-transferable (except in accordance with Section 12.1 ,(Assignment)), non-sublicensable, royalty-free license to install, ,execute, copy, display, or otherwise use the Required Software in ,accordance with the Documentation, solely in connection with the ,Services, during the Term, in each case subject to the terms of this ,SaaS Agreement.,2.3.Users. Users will be required to abide by the terms of this SaaS ,Agreement. Any breach by a User will be deemed to be a breach by,Customer. SailPoint may terminate or suspend any User’s access to ,the SaaS Service for any breach without notice. ,2.4.SaaS Support. During the Term, SailPoint will provide Customer with ,support services (the “SaaS Support”) in accordance with SailPoint’s ,current Premium SaaS Support Policy as described on SailPoint’s ,website at ,https://www.sailpoint.com/legal/.,2.5.Service Level Agreement. The SaaS Service Level Agreement ,(“SLA”) for the production instance of the SaaS Service is set forth in ,SailPoint’s current SLA as described on SailPoint’s website at ,https://www.sailpoint.com/legal/.,3.CUSTOMER RESPONSIBILITIES AND RESTRICTIONS,3.1.Customer Responsibilities. Customer isresponsible for all activities ,conducted by it or through the accounts of its Users on the SaaS ,Service. Except for SailPoint’s obligations described in Section 10 ,(Confidentiality) and Section 11 (Data Security), Customer shall (i) ,Customer Data and the means by which Customer acquired the ,purposes of this SaaS Agreement (including ensuring the receipt of ,all permissionsfrom individuals and other third parties as may be ,necessary in order to provide the Customer Data for the purposes ,contemplated in this SaaS Agreement). (ii) be responsible for the ,security and confidentiality of Customer’s and its Users’ account ,information. (iii) be responsible for maintaining a back-up of all ,Customer Data. and (iv) prevent unauthorized access to, or use of, ,the Services, and notify SailPoint promptly of any such unauthorized ,access or use. ,3.2.Compliance with Laws. Customer shall comply with all applicable ,local, state, national, and foreign laws, rules, and regulations (“laws”) ,in connection with its use of the Services, collection and other ,processing of all Customer Data, and performance under this SaaS ,Agreement, including those laws related to employment, data privacy ,that SailPoint exercises no control over the Customer Data ,transmitted by Customer or Users to or through the SaaS Service. ,Page 2of 5(V. 20210111),SailPoint may impose limits on the use or access to the Services as ,required by applicable law. accepted by SailPoint. All Orders placed through a Partner will be ,3.3.Restrictions. Customer and its Users shall not, and shall not permit subject to pricing mutually agreed to between Customer and Partner. ,any third party to: (i) copy or republish the Services. (ii) make the All Services purchased by Customer through either SailPoint or a ,Services available to any person other than Users. (iii) rent, lend, sell, Partner shall be governed exclusively by this SaaS Agreement and, ,sublicense, or use the Services to provide service bureau, time-,sharing or other services to third parties. (iv) send or store in the SaaS ,Service any personal health data, credit card data, personal finance (a)Direct Purchases from SailPoint. For direct purchases with ,data, government issued identification numbers, or other sensitive ,data which may be subject to the Health Insurance Portability and applicable Order. All fees are exclusive of sales and use taxes, ,Accountability Act, Gramm-Leach-Bliley Act, the Payment Card ,Industry Data Security Standards, or similar laws. (v) send or store ,viruses, spyware, ransomware, timebombs, Trojan horses, or other ,harmful or malicious code, or files to or in connection with the ,Services. (vi) send or store infringing, offensive, harassing or ,otherwise unlawful material in connection with the Services. (vii) ,modify or create derivative works based upon the Services or are non-refundable, non-cancellable and not subject to set-off. ,Documentation. (viii) remove, modify, or obscure any copyright, ,trademark, or other proprietary notices contained in the Services or ,Documentation. (ix) reverse engineer, decompile, disassemble, or ,otherwise attempt to derive the source code used or embodied in the unpaid by their due date, in addition to any other rights or ,SaaS Service, which for the avoidance of doubt includes the related ,algorithms, methods, and techniques. (x) access or use the Services ,or Documentation in order to build a similar or competitive product, or ,(xi) exploit the Services or Documentation in any unauthorized way in full, and (ii) any such unpaid fees may accrue, at SailPoint’s ,whatsoever, including by trespassing or burdening network capacity. ,If for some reason these restrictions are prohibited by applicable law half (1.5%) percent of the outstanding balance per month or the ,or by an agreement SailPoint has with one of its licensors, then the maximum rate permitted by law from the date such fees were ,activities are permitted only to the extent required to comply with such ,law or agreement.,4.INTELLECTUAL PROPERTY,4.1.Ownership and Reservation of Rights of SailPoint Intellectual ,Property. SailPoint and its licensors own and, except for the limited ,rights expressly granted to Customer under this SaaS Agreement, (b)Purchases Through a Partner. For any Services purchased by ,retain all right, title, and interest in and to the Services, Documentation ,and any other materials provided by SailPoint or its licensors under established by and between Customer and such Partner ,this SaaS Agreement, including all modifications, derivative works, (“Partner Agreement”) and all payments will be made directly ,and feedback related thereto and intellectual property rights therein. to Partner. If a Partner is entitled to terminate or suspend any ,No rights are granted to Customer under this SaaS Agreement other Services purchased by Customer through such Partner pursuant ,than expressly set forth in this SaaS Agreement.to the Partner Agreement and notifies SailPoint of such, ,4.2.Rights in Customer Data. As between SailPoint and Customer, SailPoint may suspend or terminate the Services identified by ,Customer owns the Customer Data. Customer hereby grants and ,agrees to grant to SailPoint and its affiliates a limited-term, worldwide, ,non-exclusive, transferable, sublicensable, royalty-free license to ,host, copy, transmit, display, and process the Customer Data as ,reasonably necessary to provide the Services to Customer and as ,necessary to monitor, modify, and improve (including develop) ,SailPoint’s SaaS services.,4.3.Feedback. To the extent Customer or any of its Users provides any ,suggestions for modification or improvement or other comments, ,code, information, know-how, or other feedback (whether in oral or 5.3.Expenses. Unless otherwise specified in an Order, Customer will ,written form) relating to the Services (“Feedback”), Customer hereby reimburse SailPoint for all pre-approved, out-of-pocket travel and ,grants to SailPoint a perpetual, irrevocable, worldwide, non-exclusive, relatedexpenses incurred in performing the Other Services. SailPoint ,transferable, sublicensable, royalty-free license to use and ,commercially exploit the Feedback in any manner SailPoint sees fit ,without accounting or other obligation.5.4.Taxes. Customer is responsible for payment of all sales and use ,4.4.Statistical Usage Data. SailPoint owns the statistical usage data taxes, value added taxes (VAT), or similar charges relating to ,derived from the operation of the SaaS Service, including data Customer’s purchase and use of the Services, excluding taxes based ,regarding applications utilized in connection with the SaaS Service, on SailPoint’s net income. If SailPoint has a legal obligation to pay or ,configurations, log data, and the performance results for the SaaS collect taxes for which Customer is responsible under this SaaS ,Service (“Usage Data”). Nothing herein shall be construed as ,prohibiting SailPoint from utilizing the Usage Data to monitor and Customer’s address listed under Customer Information above and ,improve the SaaS Service or otherwise operate SailPoint’s business. invoiced to and paid by Customer, which amounts are in addition to ,provided that if SailPoint provides Usage Data to third parties, such the fees for the Services, unless Customer provides SailPoint with a ,Usage Data shall be de-identified and presented in the aggregate so ,that it will not disclose the identity of Customer or any human User to authority.,any third party.,5.ORDERS AND PAYMENT6.1.Term. The term of this SaaS Agreement shall begin on the date that ,5.1.Orders. Customer may purchase Services by either (a) entering into Customer enters into an Order pursuant to Section 5.1 (Orders) (the ,an Order with SailPoint or (b) entering into an Order with a Partner “Effective Date”) and continues until the stated Term in all Orders ,that is subsequently acknowledged by SailPoint in writing or following has expired or has otherwise been terminated. This SaaS Agreement ,notification of an Order to SailPoint from the Partner, SailPoint sends may be terminated at any time by mutual agreement of SailPoint and ,a delivery notice to Customer via email. Each Order with SailPoint ,shall be signed by both Customer and SailPoint or issued by SailPoint ,and acknowledged by Customer via the issuance of a purchase order ,that incorporates by reference the applicable Order and subsequently ,subject to Section 12.5, the applicable Order. ,5.2.Fees. Invoicing and Payment. ,SailPoint, all fees for the Services shall be set forth in the ,value added taxes (VAT), or similar charges. Unless otherwise ,provided in the Order, SailPoint shall invoice Customer for all ,fees described therein on the Order effective date. Customer ,shall pay all invoices (except with respect to charges then under ,reasonable and good faith dispute) net thirty (30) days from date ,of invoice. Except as expressly provided otherwise herein, fees ,All fees shall be stated in and paid by the Customer in the ,currency stated in each Order. If any fees (except with respect ,to charges then under reasonable and good faith dispute) remain ,remedies it may have under this SaaS Agreement or by matter ,of law, (i) SailPoint reserves the right to suspend the Services ,upon thirty (30) days written notice, until such amounts are paid ,discretion, late charges at the rate of the lesser of one and one-,due until the date paid. Further, Customer shall be responsible ,for all costs and expenses associated with collecting such fees, ,including reasonable attorneys’ fees. Suspension of the ,Services under this section shall not release Customer of its ,payment obligations under this SaaS Agreement. ,Customer through a Partner, the pricing and payment terms are ,such Partner. Subsequently, if Partner notifies SailPoint that ,Customer is entitled to reinstatement of any Services purchased ,by Customer through such Partner pursuant to the Partner ,Agreement, and Customer is otherwise in compliance with the ,terms of this SaaS Agreement, SailPoint shall reinstate such ,Services as soon as reasonably practicable. SailPoint shall not ,be liable to Customer or to any third party for any liabilities, ,claims, or expenses arising from or relating to any suspension ,or termination of Services in accordance with this Section 5.2(b). ,will include reasonably detailed documentation of all such expenses ,with each related invoice. ,Agreement, the appropriate amount shall be computed based on ,valid tax exemption certificate authorized by the appropriate taxing ,6.TERM, SUSPENSION, AND TERMINATION,Customer.,6.2.Termination for Material Breach. Either party may terminate this SaaS ,Agreement if the other party fails to cure any material breach within ,Page 3of 5(V. 20210111),thirty (30) days after receipt of written notice of such breach. Upon ,any termination of this SaaS Agreement by Customer for a material deficiency is identified by Customer. The warranty set forth in ,breach by SailPoint pursuant to this Section 6.2, SailPoint will refund this Section 7.1(b) shall apply only if the applicable SaaS Service ,Customer a pro-rata portion of any prepaid fees paid by Customer to has been utilized in accordance with the Documentation, this ,SailPoint that cover the remainder of the Term after the effective date SaaS Agreement, and applicable law.,of termination and a pro-rata portion of any prepaid fees paid by ,Customer to SailPoint for Other Services that cover Other Services ,that have not been delivered as of the effective date of termination.,6.3.Suspension for Ongoing Harm. SailPoint reserves the right to and SailPoint’s sole liability for breach of the warranty set forth ,suspend delivery of the SaaS Service if SailPoint reasonably in this Section 7.1(c), SailPoint will, at its sole option and ,concludes that Customer or a User’s use of the SaaS Service is expense, promptly re-perform any Other Services that fail to ,causing immediate and ongoing harm to SailPoint or the security, ,integrity, or availability of the SaaS Service. SailPoint will use for the non-conforming portion of the Other Services.,commercially reasonable efforts under the circumstances to provide ,Customer with notice and an opportunity to remedy such violation or ,threat prior to such suspension. In the extraordinary case that APPLICABLE LAW, SAILPOINT MAKES NO WARRANTIES OF ANY ,SailPoint must suspend delivery of the SaaS Service, SailPoint shall ,promptly notify Customer of the suspension and the parties shall ,diligently attempt to resolve the issue. SailPoint shall not be liable to ,Customer or to any third party for any liabilities, claims or expenses ,arising from or relating to any suspension of the SaaS Service in ,accordance with this Section 6.3. Nothing in this Section 6.3 will limit ,SailPoint’s other rights under this Section 6. SAILPOINT DOES NOT WARRANT THAT THE SAASSERVICE ,6.4.Retrieval of Customer Content. Upon request by Customer made at ,least thirty (30) days prior to the effective date of the termination of ,this SaaS Agreement, SailPoint will make available to Customer, at ,no cost, for a maximum of thirty (30) days following such termination ,for download a file of the Customer Data then-currently stored in the ,SaaS Service (“Customer Content”). After such thirty (30)-day ,period, SailPoint shall have no obligation to maintain or provide any ,Customer Content and shall thereafter, unless legally prohibited, be ,entitled to delete all Customer Content. provided, however, that ,SailPoint will not be required to remove copies of the Customer ,Content from its backups until such time as the backup copies are ,scheduled to be deleted in the normal course of business. provided ,further that in all cases SailPoint will continue to protect the Customer ,Content in accordance with Section 10 (Confidentiality). Additionally, ,during the Term, Customer may extract Customer Content from the ,SaaS Service using SailPoint’s standard web services.,6.5.Effect of Termination. Upon expiration or termination of this SaaS ,Agreement, all licenses to the Required Software and access to the ,SaaS Service granted to Customer under this SaaS Agreement and ,all Orders placed hereunder shall immediately terminate and ,Customer will cease using the SaaS Service, (except as permitted ,under Section 6.4 (Retrieval of Customer Content)) and SailPoint ,Confidential Information. Expiration or termination of this SaaS ,Agreement for any reason other than termination by Customer for a ,material breach by SailPoint pursuant to Section 6.2 (Termination for ,Material Breach) shall not relieve Customer of the obligation to pay all ,future amounts due under all Orders. Sections 3.3 (Restrictions), 4 ,(Intellectual Property), 5.2 (Fees. Invoicing and Payment), 6.5 (Effect ,of Termination), 7.2 (Disclaimer), 8 (Limitations of Liability), 9 ,(Indemnification), 10 (Confidentiality), and 12 (General Provisions) ,shall survive the expiration or termination of this SaaS Agreement for ,any reason.,7.WARRANTIES AND REMEDIES, AND DISCLAIMERS,7.1.Warranties and Remedies. ,(a)General. Each party represents and warrants that it has the legal ,power and authority to enter into and perform under this SaaS ,Agreement. SailPoint shall comply with all laws applicable to ,SailPoint in its performance hereunder.,(b)SaaS Service. SailPoint warrants that during the Term the SaaS ,Service will perform substantially in accordance with the ,Documentation. As Customer’s exclusive remedy and ,SailPoint’s sole liability for breach of the warranty set forth in this ,Section 7.1(b), (i) SailPoint shall correct the non-conforming ,SaaS Service at no additional charge to Customer,or (ii) in the ,event SailPoint is unable to correct such deficiencies after good-,faith efforts and within a commercially reasonable timeframe, ,Customer shall be entitled to terminate the applicable SaaS ,Service and SailPoint will refund Customer a pro-rata portion of ,any prepaid fees attributable to the defective SaaS Service paid ,by Customer to SailPoint from the date SailPoint received the ,notice contemplated in the next sentence. To receive warranty ,remedies, Customer must promptly report deficiencies in writing ,to SailPoint, but no later than thirty (30) days of the first date the ,(c)Other Services. SailPoint warrants that the Other Services will ,be performed in a professional manner consistent with ,applicable industry standards. As Customer’s exclusive remedy ,meet this limited warranty or refund to Customer the fees paid ,7.2.Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS ,SECTION 7 AND TO THE MAXIMUM EXTENT PERMITTED BY ,KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ,OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES ,OF FITNESS FOR A PARTICULAR PURPOSE, ,MERCHANTABILITY, ACCURACY OF INFORMATIONAL ,CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, ,NON-INTERFERENCE WITH ENJOYMENT OR OTHERWISE. ,WILL BE ERROR FREE OR UNINTERRUPTED. SAILPOINT ,MAKES NO WARRANTY REGARDING ANY NON-SAILPOINT ,APPLICATION WITH WHICH THE SAAS SERVICE MAY ,INTEROPERATE. THE LIMITED WARRANTIES PROVIDED IN ,THIS SECTION 7 ARE THE SOLE AND EXCLUSIVE WARRANTIES ,PROVIDED TO CUSTOMERIN CONNECTION WITH THE ,SUBJECT MATTER OF THIS SAAS AGREEMENT. ,8.LIMITATIONS OF LIABILITY,8.1.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ,IN NO EVENT SHALL EACH PARTY’S AGGREGATELIABILITY ,ARISING OUT OF OR RELATING TO THIS SAAS AGREEMENT ,EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY ,CUSTOMER UNDER THE ORDER GIVING RISE TO THE CLAIM ,FOR THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO ,THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY ,WHETHER AN ACTION ISIN CONTRACT, TORT, OR OTHERWISE ,AND REGARDLESS OF THE THEORY OF LIABILITY.,(a)NOTWITHSTANDING THE LIMITATIONS SET FORTH IN ,SECTION 8.1, NEITHERPARTY EXCLUDES OR LIMITS ITS ,LIABILITY FOR: ,(i)EITHER PARTY’S INDEMNIFICATION OBLIGATIONS ,SET FORTH IN SECTION9 (INDEMNIFICATION);,(ii)DAMAGES RESULTING FROM EITHER PARTY’S ,GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ,FRAUD;,(iii)DAMAGES RESULTING FROM EITHER PARTY’S ,BREACH OF SECTION 10 (CONFIDENTIALITY). OR ,(iv)CUSTOMER’S PAYMENT OBLIGATIONS.,8.2.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ,IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE ,LIABLE TO ANYONE FORANY INDIRECT, PUNITIVE, SPECIAL, ,EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ,INCLUDING (BY WAY OFEXAMPLE AND NOT AN EXHAUSTIVE ,LIST), LOSS OF PROFITS, LOSS OF DATA, BUSINESS ,INTERRUPTION, LOSS OF USE, OR OTHER COMMERCIAL ,DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY ,CONNECTED WITH THIS SAAS AGREEMENT, HOWEVER ,CAUSED AND WHETHER IN CONTRACT, TORT, OROTHERWISE ,AND REGARDLESS OF THE THEORY OF LIABILITY AND ,WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE ,POSSIBILITY OF SUCH DAMAGES OR LOSSES. ,NOTWITHSTANDING THE IMMEDIATELY PRECEDING ,SENTENCE, THE FOLLOWING SHALL BE EXCLUDED FROM THE ,LIMITATIONS SET FORTH IN THIS SECTION 8.2:,(A)DAMAGES RESULTING FROM EITHER PARTY’S GROSS ,NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;AND ,(B)DAMAGES RESULTING FROM EITHER PARTY’S BREACH ,OF SECTION 10 (CONFIDENTIALITY).,8.3.THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN ,DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE ,FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH ,PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT ,Page 4of 5(V. 20210111),THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN ,DAMAGES STATED HEREIN ARE REFLECTED IN THE PRICING ,AND BUT FOR SUCH LIMITATIONS AND EXCLUSIONS, ,SAILPOINT WOULD NOT HAVE MADE THE SERVICES ,AVAILABLE TO CUSTOMER.,9.INDEMNIFICATION,9.1.Indemnification by SailPoint. Subject to Section 9.3 (Indemnity ,Process), SailPoint will defend Customer from any and all claims, ,demands, suits, or proceedings brought against Customer by a third ,party alleging that the SaaS Service, as provided by SailPoint to ,Customer under this SaaS Agreement, infringe any patent, copyright, ,or trademark or misappropriate any trade secret of that third party ,(each, an “Infringement Claim”). SailPoint will indemnify Customer ,for all damages and costs (including reasonableattorneys’ fees) ,finally awarded by a court of competent jurisdiction, authorized arbitral ,panel, or paid to a third party in accordance with a written settlement ,agreement signed by SailPoint, in connection with an Infringement ,Claim. In the event any such Infringement Claim is brought, or in ,SailPoint’s reasonable opinion is likely to be brought, SailPoint may, ,at its option: (a) procure the right to permit Customer to continue use ,of the SaaS Service, (b) replace or modify the SaaS Service with a ,non-infringing alternative having substantially equivalent performance ,within a reasonable period of time, or (c) if the foregoing options are ,not reasonably practicable, terminate the applicable Order and repay ,to Customer any prepaid fees paid by Customer under such Order to ,SailPoint with respect to any period of time following the termination ,date. Notwithstanding the foregoing, SailPoint shall have no liability ,for any Infringement Claim of any kind to the extent that it relates to ,(i) modification of the SaaS Service by a party other than SailPoint, ,(ii) use of the SaaS Service in combination with any other product, ,service, or device, if the infringement would have been avoided by the ,use of the SaaS Service without such other product, service, or ,device, or (iii) use of the SaaS Service other than in accordance with ,the Documentation and this SaaS Agreement. The indemnification ,obligations set forth in this Section 9.1 are Customer’s exclusive ,remedy and SailPoint’s sole liability with respect to SailPoint’s ,infringement or misappropriation of third-party intellectual property ,rights of any kind.,9.2.Indemnification by Customer. Subject to Section 9.3 (Indemnity ,Process), Customer will defend SailPoint from any and all claims, ,demands, suits, or proceedings brought against SailPoint by a third ,party alleging a violation of a User’s or third party’s rights arising from . ,or related to the Customer Data, including the Customer’s provision SailPoint will operate in conformance with the physical, technical, ,of the Customer Data to SailPoint or SailPoint’s use of the Customer operational, and administrative measures and protocols regarding ,Data in connection with providing the Services in accordance with this ,SaaS Agreement. Customer will indemnify SailPoint for all damages ,and costs (including reasonable attorneys’ fees) finally awarded by a report), received from its third-party auditors.,court of competent jurisdiction, authorized arbitral panel,or paid to a ,third party in accordance with a written settlement agreement signed ,by Customer, in connection with an such claims, demands, suits, or ,proceedings. ,9.3.Indemnity Process. The party seeking indemnification under this shall not be unreasonably withheld or delayed. Notwithstanding the ,Section 9 (“Indemnitee”) must (a) promptly notify the other party ,(“Indemnitor”) of the claim (provided that any failure to provide such ,prompt written notice will only relieve the Indemnitor of its obligations ,to the extent its ability to defend such claim is materially prejudiced by sale, or otherwise so long, in the event of an assignment by Customer, ,such failure), (b) give the Indemnitor sole control of the defense and as all fees then due and payable to SailPoint have been paid. Any ,settlement of the claim (provided that Indemnitor shall not consent to attempt by a party to assign or transfer its rights or obligations under ,entry of any judgment or admission of any liability of the Indemnitee ,without the prior written approval of the Indemnitee), and (c) provide shall be void and of no effect. Subject to the foregoing, this SaaS ,reasonable assistance, cooperation, and required information with ,respect to the defense and settlement of the claim, at the Indemnitor’s parties’ successors and permitted assigns.,expense. At its own expense, the Indemnitee may retain separate ,counsel to advise the indemnitee regarding the defense or settlement ,of the claim.,10.CONFIDENTIALITYmailing if sent by registered or certified U.S. mail, (b) when personally ,10.1.As used in this SaaS Agreement, “Confidential Information” means delivered, or (c) one (1) business day after deposit for overnight ,all proprietary, non-public information disclosed by a party (the delivery with a recognized courier for U.S. deliveries (or three (3) ,“Disclosing Party”) to the other party (the “Receiving Party”), ,directly or indirectly, which, (a) if in written, graphic, machine-readable ,or other tangible form, is marked as “confidential” or “proprietary,” (b) delay or failure to perform hereunder due to circumstances beyond ,if disclosed orally or by demonstration, is identified at the time of initial ,disclosure as confidential and is confirmed in writing to the Receiving ,Party to be “confidential” or “proprietary” within thirty (30) days of such ,disclosure, or (c) reasonably appears to be confidential or proprietary ,because of the circumstances of disclosure and the nature of the ,information itself, including the Customer Data, terms of this SaaS ,Agreement, each Order, the Services and Documentation, business ,and marketing plans, technology and technical information, product ,designs, and business processes of either party.,10.2.“Confidential Information” does not include information that: ,(a)is known publicly at the time of the disclosure by the Disclosing ,Party or becomes known publicly after disclosure through no ,fault of the Receiving Party;,(b)is known to the Receiving Partyat the time of disclosure by the ,Disclosing Party due to previous receipt from a source that ,wasn’t bound by confidentiality obligations to the Disclosing ,Party at that time. or ,(c)is independently developed by the Receiving Party without use ,of or reference to the Confidential Information as demonstrated ,by the written records of the Receiving Party. ,10.3.The Receiving Party shall not (a) use the Confidential Information of ,the Disclosing Party except to exercise its rights and perform its ,obligations under this SaaS Agreement or (b) disclose such ,Confidential Information to any third party, except those of its ,employees, service providers, agents, and representatives who are ,subject to confidentiality obligations at least as stringent as the ,obligations set forth herein and have a “need to know” in order to carry ,out the purpose of this SaaS Agreement. The Receiving Party shall ,use at least the same degree of care it uses to protect its own ,confidential information of like nature, but not less than a reasonable ,degree of care, to protect the Confidential Information of the ,Disclosing Party. ,10.4.The Receiving Party may disclose Confidential Information of the ,Disclosing Party to the extent such disclosure is required by law or ,order of a court or other governmental authority. provided that the ,Receiving Party shall use commercially reasonable efforts to promptly ,notify the Disclosing Party prior to such disclosure to enable the ,Disclosing Party to seek a protective order or otherwise prevent or ,restrict such disclosure.,11.DATA SECURITY,SailPoint will maintain administrative, physical, and technical ,safeguards designed to protect the security and confidentiality of ,Customer Data, including measures designed to prevent ,unauthorized access, use, modification, or disclosure of Customer ,Personal Data. SailPoint’s current SaaS Data Security Program is ,described on SailPoint’s website at https://www.sailpoint.com/legal/,data security for the SaaS Service as set forth in its then current ,Service OrganizationControl 2 (SOC 2) Type 2 Report (or equivalent ,12.GENERALPROVISIONS,12.1.Assignment. Neither party may assign this SaaS Agreement or ,otherwise transfer any right or obligation under this SaaS Agreement, ,without the prior written consent of the other party, which consent ,foregoing, either party may assign this SaaS Agreement in its entirety ,to an acquirer of all or substantially all of the assets or equity of such ,party to which this SaaS Agreement relates, whether by merger, asset ,this SaaS Agreement other than as permitted by this Section 12.1 ,Agreement shall be binding upon and inure to the benefit of the ,12.2.Notices. Except as otherwise expressly permitted in this SaaS ,Agreement, notices under this SaaS Agreement shall be in writing and ,shall be deemed to have been given (a) five (5) business days after ,business days for international deliveries,12.3.Force Majeure Event. Neither party shall be liable to the other for any ,such party’s reasonable control, including acts of God, acts of ,government, computer related attacks, hacking, or acts of terror, ,service disruptions involving hardware, software, or power systems ,Page 5of 5(V. 20210111),not within such party’s possession or reasonable control (a “Force ,Majeure Event”).,12.4.Equitable Relief. The parties agree that a material breach of Section export laws govern its use of the Services (including technical data) ,10 (Confidentiality) or Section 3.3 (Restrictions) would cause and any materials provided under this SaaS Agreement, and ,irreparable injury to the non-breaching party for which monetary Customer agrees to comply with all such export laws. Customer ,damages alone would not be an adequate remedy, and therefore the ,non-breaching party shall be entitled to equitable relief in addition to materials resulting from Services (or directproduct thereof) will be ,any other remedies it may have hereunder or at law,without the exported, directly or indirectly, in violation of these laws. ,requirement of posting bond or proving actual damages.,12.5.Entire Agreement. This SaaS Agreement together with the have the status of independent contractors, and nothing in this SaaS ,documents incorporated herein by reference contains the entire Agreement nor the conduct of the parties will be deemed to place the ,agreement of the parties with respect to the subject matter hereof and parties in any other relationship. Except as provided in this SaaS ,supersedes all previous oral and written communications, Agreement, neither party shall be responsible for the acts or ,representation, understandings, and agreements by the parties omissions of the other party or the other party’s personnel. There are ,concerning the subject matter of this SaaS Agreement. No terms, no third-party beneficiaries under this SaaS Agreement.,provisions or conditions contained in any purchase order, sales ,confirmation, or other business form that either party may use in ,connection with the transactions contemplated by this SaaS ,Agreement will have any effect on the rights or obligations of the ,parties under, or otherwise modify, this SaaS Agreement. If there is ,any conflict between the terms of this SaaS Agreement and any Order SAR. New Zealand. Singapore. and Taiwan. Where such address is ,or similar ordering document with a Partner, the terms of this SaaS ,Agreement shall control unless SailPoint and Customer expressly ,agree otherwise in the applicable Order or other document signed by ,both parties by specific reference to this Section and the Section(s) of the United Nations Convention on Contracts for the International Sale ,this SaaS Agreement that are modified. Where SailPoint is required ,to “click through” or otherwise accept any online terms as a condition ,to its provision or receipt of Services, such terms are not binding and then all rights, duties, and obligations under this SaaS Agreement or ,shall not be deemed to modify this SaaS Agreement. No modification, ,amendment, or waiver of any provision of this SaaS Agreement will ,be effective unless in writing and signed by authorized ,representatives of both parties hereto. Any failure to enforce any and Taiwan. Where such address is located in any other country, then ,provision of this SaaS Agreement shall not constitute a waiver thereof ,or of any other provision and a waiver of any breach of this SaaS ,Agreement shall not constitute a waiver of any other or subsequent ,breach.America. In any court action at law or equity, which is brought by one ,12.6.Publicity. During the term of this SaaS Agreement, SailPoint may ,include Customer’s name and logo in its customer lists, including on ,its website. To the extent Customer provides standard trademark ,usage guidelines, SailPoint shall use Customer’s name and logo in ,accordance with such guidelines. ,12.7.Government End User. If Customer is a U.S. government entity or if 12.11.Anti-Bribery/Corruption. Neither party has received or been offered ,this SaaS Agreement otherwise becomes subject to the Federal any illegal or improper bribe, kickback, payment, gift, or thing of value ,Acquisition Regulations (FAR), Customer acknowledges that from an employee or agent of the other party in connection with this ,elements of the Service constitute software and documentation and SaaS Agreement. If either party learns of any violationof the ,are provided as “Commercial Items” and are being licensed to U.S. foregoing restriction, such party will use reasonable efforts to ,Government End User as “Commercial Computer Software,” in each promptly notify the other party.,case as defined in 48 C.F.R. 2.101, subject to the restrictions set forth ,in 48 C.F.R. 12.201, 12.211 and 12.212 and the terms of this SaaS ,Agreement. If licensed to any agency within the Department of and the plural includes the singular. (b) unless otherwise specifically ,Defense ("DOD"), the U.S. Government acquires a license to this ,Commercial Computer Software and/or Commercial Computer ,Software Documentation subject to the terms of this SaaS Agreement ,as specified in 48 C.F.R. 227.7202-3, and the restrictions set forth ,therein, of the DOD FAR Supplement ("DFARS") and its successors. ,The use of the Service by the U.S. Government End User constitutes ,acknowledgementof SailPoint’s proprietary rights in the Service and ,the Government End User shall only use the Services as set forth in ,this SaaS Agreement. This Government End User Section 12.7 is in ,lieu of, and supersedes, any other FAR, DFARS, or other clause or paragraph headings used in this SaaS Agreement are inserted for ,provision that addresses government rights in computer software or ,technical data.,12.8.Export Laws. Export laws of the United States and any other relevant ,local export laws apply to the Services. Customer agrees that such ,agrees that no data, information, software programs, or other ,12.9.Independent Contractors, No Third-Party Beneficiaries. The parties ,12.10.Governing Law, Jurisdiction, Attorneys’ Fees, and Severability.,Where the address of the Customer (as listed in any Order hereto) is ,located in any of the following countries, then the laws of such country ,(and state,when specified) shall apply to this SaaS Agreement or ,Order, as the case may be: New South Wales, Australia. Hong Kong ,located in any other country, this SaaS Agreement or any Order, as ,applicable, will be governed by and construed in accordance with the ,laws of State of New York, United States of America. In any event, ,of Goods shall not apply. Where the address of the Customer (as ,listed in any Order hereto) is located in any of the following countries, ,such Order will be brought before and are subject to the exclusive ,jurisdiction of the following courtsof competent jurisdiction: New ,South Wales, Australia. Hong Kong SAR. New Zealand. Singapore. ,all rights, duties, and obligations under this SaaS Agreement or such ,Order will be brought before and are subject to the exclusive ,jurisdiction of the courts of the State of New York, United States of ,of the parties to enforce or interpret the provisions of this SaaS ,Agreement, the prevailing party will be entitled to reasonable ,attorneys’ fees, in addition to any other relief to which that party may ,be entitled. If any term of this SaaS Agreement is held to be invalid or ,unenforceable, that term shall be reformed.,12.12.Interpretation. For purposes of interpreting this SaaS Agreement, (a) ,unless the context otherwise requires, the singular includes the plural, ,stated, the words “herein,” “hereof,” and “hereunder” and other words ,of similar import refer to this SaaS Agreement as a whole and not to ,any particular section or paragraph. (c) the words “include” and ,“including” will not be construed as terms of limitation, and will ,therefore mean “including but not limited to” and “including without ,limitation”. (d) unless otherwise specifically stated, the words “writing” ,or “written” mean preserved or presented in retrievable or ,reproducible form, whether electronic (including email but excluding ,voice mail) or hard copy. and (e) the captions and section and ,convenience only and will not affect the meaning or interpretation of ,this SaaS Agreement.,*** End of Page ***