SailPoint

SailPoint License and Support Agreement (APAC)

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By continuing to use our website, including by remaining on the landing page, you consent to the use of cookies and agree to our Privacy Statement and Terms of Use.CloseAccept CookiesCookie Settings<ul> <li> Your Privacy </li> <li> Strictly Necessary Cookies </li> <li> Performance Cookies </li> <li> Functional Cookies </li> <li> Targeting Cookies </li> <li> More Information </li> </ul> Privacy Preference Centre Active Always Active Save SettingsAllow All Thumbnails Document Outline Attachments Find: Previous Next Highlight all Match case Presentation Mode Open Print Download Current View Go to First Page Go to Last Page Rotate Clockwise Rotate Counterclockwise Enable hand tool Document Properties… Toggle Sidebar Find Previous Next Page: of 11 <ul> <li>Facebook</li> <li>Twitter</li> <li>Linkedin</li> <li>Google Plus</li> <li>Email</li> </ul> Presentation Mode Open Print Download Current View Tools Zoom Out Zoom In Automatic Zoom Actual Size Page Fit Page Width 50% 75% 100% 125% 150% 200% 300% 400% Confidential1of 11APAC Ver. (09-13-2020) SOFTWARE LICENSE AND SUPPORT AGREEMENT(APAC)(v09-13-2020)PLEASE READ THIS AGREEMENT BEFORE USING ANY SAILPOINT SOFTWARE OR SERVICES. BY DOWNLOADING, INSTALLING OR USING ANY SAILPOINT SOFTWARE OR SERVICES YOU (“the Customer”) SIGNIFY ACCEPTANCE OFANDAGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR SAILPOINT SOFTWARE AND SERVICES, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.This Software License and Support Agreement (“Agreement”) is entered into between Customer and SailPoint Technologies, Inc. a Delaware corporation (“SailPoint”), with its principal place of business at 11120Four Points Dr., Suite 100, Austin, Texas 78726, USA. IN CONSIDERATION of the terms and conditions hereof, SailPoint and Customer agree that the following terms and conditions will apply to the licenses and services provided under this Agreement and allOrders placed thereunder.1.Definitions“Affiliate”is an entity that controls, is controlled by or shares common control with SailPoint or Customer, where such control arises from either (a) a direct or indirectownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by adirect or indirect ownership of morethan 50%.“Anti-Corruption Laws” shall mean all local and international laws and regulations concerning fraud, bribery and corruption, that apply hereto pursuant to Section 12.7below, including,for example,the UK Bribery Act of 2010 and the United StatesForeign Corrupt Practices Act 1977.“Documentation”means the written documentation relating to the Software delivered by SailPoint to Customerwith the Software.“Identity Cube” means a unique collection of identity data for an individual that willbe managed by SailPoint IdentityIQ for the purposes of certifying user access, enforcing access policy, processing access requests, or modeling user risk.Identity data may be physically or logically maintained in a single repository or in separatephysical or logical repositories.Although Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will notbe included in the number of Identity Cube licenses in use by Customer.“Order”means the document(s) by which Customer orders Software licenses and/orservices pursuant to this Agreement. An Order may consist of either (a) a schedule, statement of work, or quotation, that has been signed by both Customer and SailPoint,and/or (b) if applicable, a purchase order issued by Customer pursuant to this Agreement that has been expressly accepted in writing by SailPoint. Orders placed with a Customer purchase order only and all Orders placed through a Partner shall be governedsolely bythe terms of this Agreement.“Partner”means a reseller or distributor that has an agreement with SailPoint that authorizes them to resell SailPoint software and/or services.“Software”means the computer software programsspecified in Schedule A hereto, in object code format, and their related materials, which include updates, modifications, new releases, and Documentation. 2.Grants.2.1 License Grant. Subject to the terms and conditions of this Agreement, SailPoint grants to Customer a non-exclusive, non-transferable license(except as otherwise set forth herein) to:a.install, execute, copy, display or otherwise use the Software in machine readable format solely for internal useand solely for the number of Identity Cubes specified on an Order;andConfidential2of 11APAC Ver. (09-13-2020) b.use the Documentation solely for use with the Software. Customer may make a reasonable number of copies of the Software in machine-readable form solely for archive or backup purposes in accordance with Customer’sstandard archive orbackup policies and procedures. Use of such Software greater than the number of Identity Cubespaid for is prohibited and any such use will be subject to additional licenseand Support and Maintenance fees.2.2Third Party Use. The Software may only be usedby employees of Customer or contractor/agents of Customer who are acting on behalf of Customer by providing implementing, consulting or outsourcing services and are under a written agreement with Customer that will protect SailPoint’s Software similarto the protections and restrictions stated under this Agreement. 3.Title and Restrictions 3.1 Title and Copyright. This Agreement confers no ownership rights to Customer and is not a sale of any rights in the Software, the Documentation, or the media on which either is recorded or printed. Customer does not acquire any rights, express or implied, in the Softwareor the Documentation, other than those rights as a licensee specified in this Agreement.All Software and Documentation furnished by SailPoint, and all copies thereof made by Customerand all compilations, derivative products, programmatic extensions, patches, revisions, and updates made by either party,and any, patent rights, copyrights, trade secrets, trademarks, trade names, service marks, designs or design marks or proprietary inventions, designs and information included within any of the items described above are and shall remain the property of SailPointor SailPoint's licensors, as applicable.Customeragrees not to claim or assert titleto or ownership of the Softwareor the Documentation. Customerwill not remove or alter any copyright or proprietary notice from copies of the Softwareor the Documentation and copies made by or for Customershall bear all such copyright, trade secret, trademark and any other intellectual property right notices on the original copies.3.2 Restrictions.Customerwill not, nor allow any third party to reverse engineer, decompileor attempt to discover any source code or underlying ideas or algorithms of any Software. Except as mutually agreed to in writing as an exception under this Agreement, Customerwill not, nor allow any third party to modify, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use Software for the benefit of any third party.Customeragrees to promptly report to SailPointany violations of these provisions by Customer’s employees, consultants or agents of which Customeris aware.4. Orders and Delivery4.1 Software Orders.This Agreement may include an initialschedule or Order (which shall be attached hereto and incorporates the terms of this Agreement by reference). Customer may purchase additional Software licenses and/or services by executing a follow-on Order as mutually accepted by the parties. In the event Customer does not issue a purchase order, a new Order shall be executed by Customer and SailPoint to evidence suchOrder. A purchase order issued by Customer shall be in writing and identify the Softwarebeing ordered, the shipping and invoicing locations,and shall be subject to acceptance by SailPoint. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.4.2 Delivery.SailPoint shall fulfill orders by deliveringSoftware and Documentation via electronic download, subject to the receipt of all required documentation, including any required export and import permits. Customer’s Order shall be considered delivered on the date that SailPoint emails instructions for downloading the Software and Documentation to Customer. Thereafter, Customer shall be responsible for and bear all expenses (including taxes) related to makingthe permitted number of copies and distributing such copies as permitted in this Agreement. Customer will be the importer of record for the Software. 5. Price and Payment5.1 Price.The fees for Software, Professional Services(defined below),and SupportandMaintenance Services are set forth in Schedule A and/or in an Order. The fees required to be paid hereunder do not include any amount for taxes, duties or import/export fees. If withheld by a government entity, Customer shall reimburse SailPoint andhold SailPoint harmless for all sales, use, VAT, excise, property, or other taxes or levies, duties or import/export fees which SailPoint is required to collect or remit to applicable tax authorities (including any interest or penalties thereon).Unless Customer provides SailPoint a valid exemption certification from the applicable taxing authority, Customer shall pay to SailPoint or its agents the amount of any such tax. 5.2 Payment.Unless otherwise stated inanySchedule Ato this Agreement, Customeragrees to pay SailPoint (or if applicable, the Partner) all fees due hereunder net thirty (30) days from date of invoice. Customer will be invoiced promptly following delivery More Information Less Information Close Enter the password to open this PDF file. 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