The Ping Identity Marketplace (“Marketplace”) is an online marketplace for integrations, connectors, plugins and extensions (“Integrations”) that are designed to interoperate with Ping Identity Corporation (“Ping Identity”) software programs and hosted, software-as-a-service offerings (“Ping Identity Products”).
Use of the Marketplace is governed by these Ping Identity Integration Marketplace Terms of Use (“Terms of Use”). By accessing or using the Marketplace or downloading, installing, or enabling an Integration, you indicate your assent to be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not use or access the Marketplace or any Integrations thereunder.
1. Ping Identity Marketplace Generally. Integrations available through the Marketplace are designed for use with Ping Identity Products. Ping Identity only offers Ping Identity Products to legal entities who have entered into a binding license agreement with Ping Identity (“Ping Identity Subscription Agreement”). Some Integrations, for example Integrations to non-Ping Identity software or services, may require you to have a separate subscription to the underlying third-party software or service (“Third Party Products”) with the applicable third party in order for such Integrations to function properly, and further such Integrations may only be used in connection with the Ping Identity Products and the respective Third Party Products. Access to and use of any Third Party Products is subject to the terms of use, privacy policies and other applicable terms specified by the third party. Ping Identity is not a party to, nor responsible for compliance with, any terms and conditions related to the Third Party Products.
2. Integration License, Restrictions, Responsibilities.
2.1 License. Unless expressly stated otherwise under the applicable Integration listing, Ping Identity grants to you the limited right to access, use, deploy and integrate the Integration in connection with the Ping Identity Products for the duration of the term of these Terms of Use.
2.2 Restrictions. You may not: (i) modify, reverse engineer, decompile or disassemble the Integration in whole or in part, (ii) create any derivative works from the Integration; (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, operate as a service bureau or managed service, or otherwise commercially exploit or make the Integration available to any third party; (iv) take any action that would cause the Integration to be placed in the public domain; or (v) remove, alter, or obscure any proprietary notices of Ping Identity, its licensors or supplier included in Integration.
2.3 Responsibilities. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority to enter into and be legally bound by these Terms of Use. You must use the Marketplace and Integrations in compliance with all applicable laws.
3. Third Party Integrations. Some Integrations in the Marketplace are provided by parties other than Ping Identity (“Third Party Integrations”). You agree that the publishers of such Third Party Integrations are solely responsible for their Integrations and for any related content or materials included in their Integrations. Ping Identity has no liability or responsibility whatsoever to you or anyone else for any Third Party Integrations, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if Ping Identity is hosting such Integration. Any use of Third Party Integrations is at your sole discretion and risk. Such third party publishers are solely responsible for ensuring that any information they submit in connection with any Integration is accurate, complete and correct, and Ping Identity is not responsible for the standards or business practices of any publisher of such Third Party Integrations.
4. Support and Maintenance.
4.1. Support for Integrations. If Ping Identity is the publisher of the Integration and such Integration is labeled as verified by Ping Identity on the Marketplace then Ping Identity will provide support and maintenance in accordance with the applicable Ping Identity support terms and conditions pursuant to the Ping Identity Subscription Agreement. Support for all other Integrations will be provided by Ping Identity using reasonable efforts and will not be subject to the Ping Identity commercial support offering and related terms and conditions.
4.2 Support for Third Party Publisher Products. To the extent any error, upon Ping Identity’s reasonable and sole determination, is related to the Third Party Products, then you must seek support from the relevant third party publisher directly. Ping Identity shall have no responsibility or liability of any kind arising from such third party’s support for the Third Party Products.
5. Data Collection and Sharing.
5.1 Use of Data by Ping Identity. Any data that Ping Identity collects from you via an Integration’s interoperation with the Ping Identity Products shall be subject to the data usage and processing terms and conditions of the Ping Identity Subscription Agreement.
5.2 Use of Data by Third Party Publishers. If you enable or integrate an Integration to interoperate with Third Party Products, you acknowledge that such third party publisher may have access or use of certain data in the Ping Identity Products. This may include transmitting, transferring, modifying or deleting such data, or storing such data on the third party publisher or other third party systems. Any access or use of such data is subject to the applicable terms of use, privacy policies and other applicable terms specified by the third party in connection with the Third Party Products. Ping Identity is not responsible for any access, use, transfer or security of data or information by third party publishers, or for the security or privacy practices of any Third Party Integration publisher or their processors. You are solely responsible for your decision to permit any Third Party Integration and the relevant third party publisher to access or use data to which you have granted access.
6. Removal of Integrations. At any time, Ping Identity may remove, modify, or update a Ping Identity Integration. A third party publisher may also update, modify or remove a Third Party Integration at any time.
7. Interoperability. Ping Identity will use commercially reasonable efforts to ensure that the Integrations interoperate with the Ping Identity Products as described in the applicable listing, however Ping Identity does not guarantee or warrant that any Integrations will work properly with the Ping Identity Products or that Integrations will continue to work with Ping Identity Products as they both may change over time. Some Integrations rely on software or services provided by a third party publisher and these Integrations may not function properly or may become inoperable if such the Third Party Products are modified, discontinued, or your license or subscription to those services terminates or expires.
8. Reservation of Rights. Except for the rights explicitly granted to you in these Terms of Use, all right, title and interest (including intellectual property rights) in the Marketplace and Integrations are reserved by Ping Identity and its licensors. All right, title and interest (including intellectual property rights) in the Integrations are reserved and retained by their respective publisher. Integrations are provided on a subscription basis, not sold, and you do not acquire any ownership rights in the Marketplace or the Integrations.
9. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MARKETPLACE AND ALL INTEGRATIONS ARE PROVIDED “AS IS” AND PING IDENTITY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE MARKETPLACE OR THIS AGREEMENT.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PING IDENTITY BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LIABILITY RELATED TO THE MARKETPLACE OR ANY INTEGRATIONS. IF THE FOREGOING DISCLAIMER IS NOT ENFORCEABLE AT LAW FOR ANY REASON, IN NO EVENT WILL PING IDENTITY’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF USE EXCEED ONE HUNDRED US DOLLARS ($100.00).
11. Indemnification. You agree to indemnify, defend and hold Ping Identity, its affiliates, and its and their officers, agents and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of your violation of these Terms of Use. You may not settle any such claim without Ping Identity’s prior written consent.
12. Term and Termination. Any failure to comply with any of the provisions of these Terms of Use will result in automatic termination of this Agreement. In such event, you shall cease use of the Marketplace and Ping Identity may immediately revoke your access thereto without prior notice. Ping Identity may terminate these Terms of Use without notice to you if Ping Identity, in its discretion, discontinues the Marketplace. The following Sections will survive any termination or expiration of these Terms of Use: Section 2 (Integration License, Restrictions, Responsibilities), Section 3 (Third Party Integrations), Section 5 (Data Collection and Sharing), Section 8 (Reservation of Rights), Section 9 (Disclaimer of warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 13 (General).
13. General.
13.1 Governing Law and Injunctive Relief. The laws of the State of Delaware, USA (without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction) govern these Terms of Use and all matters arising out of or relating to these Terms of Use, including, without limitation, validity, interpretation, construction, performance, and enforcement. Any dispute, action, claim or cause of action (including non-contractual disputes or claims) arising out of, relating to, or in connection with these Terms of Use shall be only brought in and is subject to the exclusive jurisdiction of the state and federal courts located in Delaware, USA. Each party waives, to the fullest extent of the law, any objection to venue in such courts, and each party hereby irrevocably submits and consents to the exclusive jurisdiction of such courts. To the extent permitted by law, the parties expressly waive any right to trial by jury. In any action to enforce this Agreement the prevailing party will be entitled to reasonable costs and attorneys’ fees. Nothing in these Terms of Use will prevent Ping Identity from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
13.2 Modifications. Ping Identity may modify these Terms of Use at its sole discretion at any time by posting the revised terms on the Ping Identity Legal Documentation webpage. Except as provided in this Section, all changes or amendments to these Terms of Use require mutual agreement in writing between the parties.
13.3 Notices. All notices under these Terms of Use shall be in writing and may be sent by electronic mail. Notices shall be deemed to have been given upon the second business day after sending by email. Notices to Ping Identity shall be sent to: legalnotice@pingidentity.com. Notices to you will be made in accordance with the applicable Ping Identity Subscription Agreement.
13.4 Entire Agreement. These Terms of Use constitute the entire agreement between the parties with respect to their subject matter and supersede any and all prior or contemporaneous agreements between the parties with respect to their subject matter.
13.5 Interpretation. If any provision of these Terms of Use is held invalid by a court with jurisdiction over the parties to these Terms of Use, 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 these Terms of Use will remain in full force and effect. Ping Identity’s failure to enforce any provision of these Terms of Use will not constitute a waiver of Ping Identity’s rights to subsequently enforce the provision. In these Terms of Use, headings are for convenience.
13.6 Assignment. You may not assign or transfer these Terms of Use. Ping Identity may assign, transfer and delegate its rights and obligations under these Terms of Use.
13.7 Export Control. You may not use or otherwise export or re-export any Integrations except as authorized by United States law and the laws of the jurisdiction in which the Integration was obtained. In particular, but without limitation, Integrations may not be exported, re-exported or made available: (a) in any U.S. embargoed countries, (b) to anyone located in any U.S. embargoed countries, or (c) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists. By using any Integration, you represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the Integrations for any use case involving any nuclear, chemical, or biological weapons proliferation, missile technology, or any legally prohibited end use.
13.8 Authority. You represent, warrant and covenant that: (i) you are at least 18 years of age and are able to form a legally binding contract; (ii) you have the full right, power, and authority to enter into and fully perform the obligations under these Terms of Use; and (iii) if the contracting entity is a business or other legal entity and not an individual, then the individual entering into these Terms of Use on the contracting entity’s behalf represents that he or she has all necessary legal authority to bind the contracting entity to this Agreement.