These terms, conditions and restrictions (this “Supplemental EULA”) supplement the terms available at https://www.pingidentity.com/en/legal/subscription-agreement.html (the “Main Agreement”) between Ping Identity and Customer (each as defined therein).
A. Definitions. Capitalized terms used but not defined in this Supplemental EULA will have the meaning specified in the Main Agreement.
B. CDDL/Open Source Software. The PingDirectory Software (or such other branding name the software may be sold under by Ping Identity from time to time, the “Directory Software”) licensed to Customer by Ping Identity pursuant to the Main Agreement may include CDDL Works. With respect to any such CDDL Works: (a) upon written request by the Customer, Ping Identity will provide copies of the source code and other materials subject to and pursuant to the terms of the CDDL; (b) WARRANTY, SUPPORT, INDEMNITY OR LIABILITY OBLIGATIONS OFFERED IN THE MAIN AGREEMENT, IF ANY, ARE OFFERED BY PING IDENTITY AND NOT BY ANY OTHER CONTRIBUTOR OR INITIAL DEVELOPER OF ANY SUCH CDDL WORK; and (c) ANY AND ALL TERMS IN THE MAIN AGREEMENT OR IN THIS SUPPLEMENTAL EULA WHICH DIFFER FROM THE CDDL ARE OFFERED BY PING IDENTITY ALONE AND NOT BY ANY OTHER CONTRIBUTOR OR INITIAL DEVELOPER OF ANY SUCH CDDL WORK. With respect to, and solely with respect to, the source code form of any CDDL Works in the Directory Software, restrictions stated in the Main Agreement are null and void to the extent they alter or restrict the CDDL or the recipients’ rights thereunder. The restrictions on the source code form of any CDDL Works in the Directory Software are as stated in the CDDL.
For purposes of this Supplemental EULA, “CDDL” means the Common Development and Distribution License version 1.0 (https://www.pingidentity.com/en/legal/unboundid-cddl.html), and terms defined therein, and “CDDL Work” means any work which is licensed under the CDDL.
C. Oracle Terms: The Directory Software may include Oracle Programs. “Oracle Programs” means any Oracle software program included in the Directory Software including, without limitation, Berkeley DB Java Edition Transaction Data Store. “Oracle” means Oracle America, Inc. To the extent that the Directory Software includes Oracle Programs, Ping Identity hereby grants to Customer a nonexclusive, nontransferable right to use the Oracle Programs subject to the following terms (the “Oracle Terms”):
1. The Oracle Programs may only be used by Customer and, only if expressly permitted in the applicable Order Form or the Main Agreement, its Affiliates, and by agents, contractors and/or outsourcers (collectively, “Outsourcers”) on its or their behalf, if permitted under the Main Agreement; provided, however, that Customer is responsible for ensuring compliance with these Oracle Terms by such Affiliates and Outsourcers, and will remain liable for the actions and omissions of its Affiliates and Outsourcers with respect to the subject matter of the Main Agreement and this Supplemental EULA as if such actions and omissions were those of Customer hereunder.
2. The Oracle Programs are subject to a restricted license and may only be used in conjunction with the Directory Software.
3. The Oracle Programs may only be used for the internal business operations of the Customer subject to the terms of this Supplemental EULA (which internal use may include utilizing the Directory Software to provide services to Customer customers if permitted under the Main Agreement, but in no event to permit such customers to install the Directory Software or use it for their own internal business purposes).
4. Oracle and its third party licensors, as applicable, retain all ownership and intellectual property rights to the Oracle Programs.
5. Neither the Oracle Programs nor any interest in the Oracle Programs may be assigned, given or transferred to another individual or entity (in the event Customer grants a security interest in the Oracle Programs, the secured party has no right to use or transfer the Oracle Programs).
6. Customer may not (a) modify the Oracle Programs; (b) use the Oracle Programs for rental, timesharing, subscription service, hosting or outsourcing; (c) remove or modify from the Oracle Program any markings or any notice of Oracle’s or its licensors’ proprietary rights; (d) make the Oracle Programs available in any manner to any third party for use in the third party’s business operations; (e) allow title to the Oracle Programs to pass to Customer or any third party; (f) publish the results of any benchmark tests run on the Oracle Programs; (g) reverse engineer (unless required by law for interoperability), disassemble or decompile the Oracle Programs (including, but not limited to, a review of the data structures or similar materials produced by the Oracle Programs), or duplicate the Oracle Programs except for a sufficient number of copies for Customer’s licensed use.
7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ORACLE’S LIABILITY FOR: (A) ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL; AND (B) LOSS OF PROFITS, REVENUE, DATA OR DATA USE; ARISING FROM THE USE OF THE ORACLE PROGRAMS ARE HEREBY EXPRESSLY DISCLAIMED.
8. Upon termination of this Supplemental EULA and/or the Main Agreement, Customer will discontinue use and destroy or return to Ping Identity all copies of the Oracle Programs and related documentation.
9. Customer will comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Oracle Programs, nor any direct product thereof, is exported, directly or indirectly, in violation of applicable laws.
10. Ping Identity will have the right to audit Customer’s equipment on which the Oracle Programs are installed to verify use of the Oracle Programs with respect to Customer’s compliance with these Oracle Terms, but no more than once every twelve (12) months, and Customer agrees that it will provide reasonable assistance and access to information related to its use of the Directory Software in conjunction with such audit and that Ping Identity may provide the report to Oracle.
11. Customer acknowledges and agrees that Ping Identity may be subject to audit by Oracle with respect to the Oracle Programs and in connection with such audit may be required to provide Oracle with documents related to its distribution of the Oracle Programs, such as a copy of this Supplemental EULA, any addenda or amendments hereto, and any ordering documents relating to the Directory Software. All such documents will be marked as confidential information of Ping Identity and Ping Identity will use its best efforts to ensure it is treated accordingly.
12. Oracle is an intended third party beneficiary of the obligations and restrictions imposed on Customer in this Supplemental EULA as they relate to the Oracle Programs.
13. The Uniform Computer Information Transactions Act will not apply to the Oracle Terms.
14. The Oracle Programs may include source code that Oracle may provide as part of its standard shipment of such Oracle Programs, which source code will be governed by the terms of the Main Agreement and this Supplemental EULA. Any source code escrow provisions in the Main Agreement shall not apply to the Oracle Programs.
D. Conflicts; Acknowledgement. To the extent of any conflict between the Main Agreement and this Supplemental EULA, the terms of this Supplemental EULA shall prevail. Customer also acknowledges that Customer may be permitted to modify source code of a CDDL Work pursuant to the CDDL, but that in doing so Customer may be subject to additional obligations pursuant to the CDDL including, without limitation, publishing or distributing source code of Customer.