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Thank you for your interest in Ping Identity Corporation (“Ping”) and its PingID Service (the "Service"), and related software development kit, consisting of the documentation ("Documentation"), redistributable libraries ("Libraries"), sample code ("Sample Code"), and other materials provided to you directly in the applicable SDK download, and any upgrades, modified versions, additions, and improvements therefor, if any (collectively, the "SDK") designed to enable software developers to build applications that interoperate with the Service.
This SDK License Agreement (the "Agreement") governs use of the SDK by you, and/or the entity on whose behalf you are downloading the SDK ("you"). BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK. Accordingly, you and Ping acknowledge and agree as follows:
1. LIMITED LICENSE. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations and restrictions set forth herein, Ping grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) use, and (where applicable) authorize your employees to use, the Documentation internally solely in connection with developing your own branded applications that interoperate with the Service ("Applications"); (b) incorporate unmodified Libraries into your Application, solely for the purpose of enabling interoperability with the Service, solely in accordance with all applicable Documentation and applicable terms, to distribute Libraries so incorporated in your compliant Application to end users in executable form; and; (c) use, modify, and redistribute the Sample Code pursuant to the applicable open source license, as identified in the license file or associated Documentation.
2. RESTRICTIONS. By accessing or using the SDK, you represent, warrant, and covenant that (a) you work for a business entity that is a customer or partner, or potential customer or partner, of Ping, and (b) you have the full power and authority to bind such entity to the terms of this Agreement. References to "you" herein shall refer to you, and/or the entity on whose behalf you are using the SDK, and all individual users of the SDK on behalf of such entity. You acknowledge that the foregoing license does not include any right to (i) redistribute (except as necessary to make the Application available to your end users), sell, lease, license, or modify any portion of the SDK, (ii) reproduce, distribute, publicly display, or publicly perform any part of the SDK, (iii) decompile, reverse engineer, or otherwise access or attempt to access the source code for the SDK not made available to you in source code form, or make or attempt to make any modification to the SDK; or (iv) remove, obscure, interfere with or circumvent any feature of the SDK, including without limitation any copyright or other intellectual property notices, security, or access control mechanism. You may not use the SDK for any purpose other than creating an Application to interoperate with the Service in a manner for which the SDK and Service are expressly designed. If you are prohibited under applicable law from using the SDK, you may not use it, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the SDK. Without limiting the generality of the foregoing, you represent and warrant that the SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the SDK is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Cuba, Iran, North Korea, Sudan, or Syria) and that you are not otherwise prohibited under the Export Laws from receiving the SDK. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
3. RESERVATION OF RIGHTS. The SDK is owned by Ping and licensed, not sold, to you. The SDK, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the SDK and related documentation (the "Ping Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Ping, all Ping Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of Ping or its subsidiaries or affiliated companies and/or its third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or make any use of the Ping Materials except as expressly authorized hereunder. Ping reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Ping Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. IN THE EVENT THAT THE BUSINESS ENTITY ON WHOSE BEHALF YOU EXECUTED THIS AGREEMENT HAS EXECUTED A SEPARATE AGREEMENT FOR THE SERVICE WITH PING, ANY RIGHTS AND RESTRICTIONS SET FORTH HEREIN SHALL BE SUPPLEMENTAL TO, AND NOT SUPERSEDED BY, ANY RELATED PROVISIONS SET FORTH IN SUCH SEPARATE AGREEMENT, REGARDLESS OF THE TERMS THEREIN.
4. CONFIDENTIALITY. The SDK is the confidential and proprietary information of Ping, and you may not, during the term or thereafter, disclose them to any third party, or to use them for any purpose other than as expressly provided herein, without a separate written agreement with Ping authorizing you to do so. The foregoing does not prevent you from making commercially available any Application that may include unmodified Libraries.
5. FEEDBACK. If you provide Ping with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the SDK or the Service ("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Ping shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Ping Materials, SDK or Service. You hereby grant Ping a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose, including to make and sell products and services.
6. THIRD PARTY SOFTWARE. The SDK consists of a package of components, including certain third-party software ("Third-Party Software") that are provided by their authors under separate license terms (the "Third-Party Terms"), as described in more detail in the SDK. Your use of the Third-Party Software in conjunction with the SDK in a manner consistent with this Agreement is permitted, however, you may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third-Party Software.
7. TERM AND TERMINATION. This Agreement will remain in effect until terminated. The Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of the Agreement or upon termination of your underlying agreement with Ping for the Service. You may terminate the Agreement by ceasing all use of the SDK provided you are able to show evidence of such cessation to Ping upon request. Ping may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the SDK or any violation of this Agreement. Following any termination of this Agreement, you must immediately cease use of the SDK, remove any instances of the SDK from the Application, and remove any Applications from any application store that may contain the SDK. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination of this Agreement.
8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SDK AND ALL ASSOCIATED DOCUMENTATION, LIBRARIES, AND SAMPLE CODE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PING DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. PING EXPRESSLY DISCLAIMS (A) ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SDK, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SDK, OR THE QUALITY OR CONSISTENCY OF THE SDK OR RESULTS OBTAINED THROUGH ITS USE AND (B) ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE INTEROPERABILITY OF THE SDK WITH ANY APPLICATION. UNDER NO CIRCUMSTANCES WILL PING BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SDK, EVEN IF PING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL PING’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE SDK, IF ANY, OR $50USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9. INDEMNITY. You agree to indemnify, defend and hold Ping and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of your Applications, your use or misuse of the SDK, or your violation of this Agreement, any applicable law or regulation.
10. GOVERNING LAW; VENUE. Any claim relating to the SDK or Service shall be governed by the laws of the State of Colorado, USA, without regard to conflict of law provisions.
11. MISCELLANEOUS. Subject to the final sentence of Section 3, this Agreement is the entire agreement between you and Ping with respect to usage of the SDK, and supersedes any and all prior agreements, negotiations, or other communications between you and Ping, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of Ping, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Ping may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. You acknowledge and understand that if Ping is unable to provide the SDK as a result of a force majeure event Ping will not be in breach of this Agreement. A force majeure event means any event beyond the control of Ping. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Ping's waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement.
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