SailPoint

SailPoint License and Support Agreement

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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 8 <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% SailPoint Confidential Information1of 8Ver. (20200819) SOFTWARE LICENSE AND SUPPORT AGREEMENT(v20200819)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 OF AND AGREE 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 11305 Four Points Dr., Bldg 2, Suite 100, Austin, Texas 78726. SailPoint and Customer agree that the following terms and conditions will apply to the licenses and services provided under this Agreement and Orders placed thereunder.SailPoint and Customer agree that the following terms and conditions will apply to the licenses and services provided under this Agreement and Orders attached hereto1.Definitionsa.“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 indirect ownership 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 votingstock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.b.“Documentation”means the written documentation relating to the Software delivered by SailPoint to Customerwith the Software.c.“Identity Cube” means a unique collection of identity data for an individual that will be 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 physicallyor logically maintained in a single repository or in separate physical 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 not be included in the number of Identity Cube licenses in use by Customer.d.“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 governed solely by the terms of this Agreement.e.“Partner”means a reseller or distributor that has an agreement with SailPoint that authorizes them to resell SailPoint software and/or services.f.“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 Orderand(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 or backup 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 license and Support and Maintenancefees.2.2Third Party Use. The Software may only be used by 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 similar to 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 SailPoint Confidential Information2of 8Ver. (20200819) applicable.Customeragrees not to claim or assert title to 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 shallbe 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 forandbear all expenses (including taxes) related to making the permitted number of copies and distributing such copies as permitted in thisAgreement. 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 Support and Maintenance 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 agovernment entity, Customer shall reimburse SailPoint and hold 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 in Schedule A, Customer agrees 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 of the Software or prior to the commencement of any Support and Maintenance renewal period. All fees are in U.S currency. Customer obligations to pay all accrued charges shall survive the expiration or termination of this Agreement.6. Training, Support and Maintenance, and Professional Services6.1 Training Services.SailPoint will provide Training Services on a per-quote basis as requested by Customer. Customer shall approve SailPoint’s quote prior to the commencement such Training Services. SailPoint will invoice Customer monthly as such services are provided. Unless otherwise stated, the Training Services shall exclude travel and living expenses.6.2 Support and Maintenance Services.Subject to Customer’spayment of the applicable fees, SailPoint shall provide annual Support and Maintenance Services to Customer in accordance with the terms and conditions of this Agreement and those set forth in Schedule B. The fees for initial Support and Maintenance Services are set forth in Schedule A. Support and Maintenance Services and associated documentation will be provided in the English language.6.3 Professional Services.The following terms and conditions shall apply to professional services ("Professional Services") supplied by SailPoint to Customer. Customer may purchase Professional Services from SailPoint to be performed on a time and materialbasis.a.Scope of Professional Services. Professional Services will be documented in a Statement of Work (“SOW”). The Software provided under this Agreement is not custom software but is standard commercial software and the scope of Professional Services provided hereunder shall consist solely of (i) program planning, (ii) Software deployment assistance, (iii) interface adapter efforts, and/or (iv) formal or non-formal software training. Professional Services provided to Customer by SailPoint shall not constitute works for hire. b.Term of Professional Services. Professional Services will begin and terminate on the dates or times defined in a SOW which has been mutually agreed to by Customer and SailPoint in writing, unless earlier terminated in accordance with this Agreement.c.Fees and Expenses. Fees for Professional Services are defined in a SOW or an Order. Invoices may be published on a monthly basis for Professional Services actuallyperformed or in accordance to the payment schedule mutually agreed to and documented in the SOW or Order. Professional Services fees exclude reasonable expenses for travel, food and lodging, directly related to the performance of Professional Services. All actual and reasonable expenses for travel, food and lodging, directly related to the performance of Professional Services shall be paid by Customer. More Information Less Information Close Enter the password to open this PDF file. 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