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The Ping Identity Corporation (“Ping”, “we”, or “our”) mobile device application and related software (the “Application”, or the “App”) is to be used exclusively in connection with Ping’s PingOne or PingID service (together with the Application, the “Service”). Ping offers the Service only to legal entities (“Customers”) who have entered into a binding agreement with Ping (a “Customer Agreement”).
You may only use the Service, including the Application, if you are an authorized user of a Customer. Such authorized users, and any others who download, access, use, purchase and/or subscribe to the Service (collectively or individually “you” or “users”), must do so under the following terms and conditions of use.
THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND PING CONCERNING YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO AND ACCEPT THIS AGREEMENT. YOU MAY USE THE SERVICE ONLY IN ACCORDANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU SHALL NOT BE ENTITLED TO USE THE SERVICE.
1. SERVICE AND RESTRICTIONS.
1.1 Ping shall provide the Service, including the Application, to you only for the term of the Customer Agreement (the “Term”). During the Term or otherwise, you shall not: (i) modify, disassemble, decompile or reverse engineer the Service, including the Application, except to the extent that such restriction is expressly prohibited by law; (ii) share, rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party or use the Service to provide time sharing or similar services for any third party; (iii) make any copies of the Service; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on use of the Service; or (v) delete the copyright and other proprietary rights notices on the Service.
1.2 During the Term, Ping grants you a non-exclusive, non-transferable, revocable license to use the Application for use with the Service. With respect to any open source or third-party code that may be incorporated in the Application, such open source code is covered by the applicable open source or third-party end user license agreement, if any, authorizing use of such code. The foregoing license grant under this Agreement is not a sale of the Application or any copy thereof and Ping or its third party partners or suppliers retain all right, title, and interest in the Application (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Ping reserves all rights not expressly granted under this Agreement.
2. OWNERSHIP. All right, title, and interest in the Service, the Application and in any ideas, know-how, code, derivative works or intellectual property associated therewith, including without limitation any enhancements or modifications made to the Service or the Application by any person (however employed or associated) shall at all times remain solely and exclusively the property of Ping.
3. FEES AND CHARGES. Ping reserves the right to charge fees for use of the Service. As a user, Ping will not charge you any fees for your use of the Service without your permission. Your carrier or service provider may charge fees for data usage, messaging, phone calls, or other services that are required for you to use the Service. You may cease using the Service at any time.
4. PROPRIETARY MARKS. Except as specifically authorized by Ping in writing, you shall not alter, change or remove from the Service or Application any trademark, other proprietary mark or proprietary rights notice.
5. THE SERVICE IS DISTRIBUTED “AS IS” WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PING SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of warranty affects your specific legal rights; you may have rights which may vary depending upon where you are located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to you.
6. SUPPORT. Ping has no obligation to provide support, professional services, upgrades, modifications, or new releases to or for the Service under this Agreement. Ping may voluntarily provide some or all of these items; should Ping do so, any such action shall not be considered a waiver of this provision.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PING (AND ITS LICENSORS OR SUPPLIERS) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICE, HOWEVER SUCH DAMAGES ARISE AND/OR WHETHER SUCH DAMAGES ARE CLAIMED IN TORT, CONTRACT OR OTHER ACTION, EVEN IF PING HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PING’S LIABILITY FOR ANY CLAIM WHATSOEVER HEREUNDER (OR ASSOCIATED HEREWITH) EXCEED $50.00 USD. Some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so the limitations above may not apply to you.
8. TERM AND TERMINATION. This Agreement and the Service may be terminated by Ping, at any time with or without notice to you. PING RESERVES THE RIGHT TO DISABLE ANY USER’S USE OF OR ACCESS TO THE SERVICE, FOR ANY REASON AND WITHOUT ANY NOTICE. When this Agreement expires or terminates, Ping shall cease providing the Service to you. You shall immediately cease using the Service. Sections 1.1, 2, 4, 5, 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement.
9.1 Miscellaneous. All notices shall be in writing and shall be considered given on the date of (i) confirmed delivery if sent by overnight courier or express mail service, (ii) confirmed delivery if sent by postage pre-paid certified or registered mail (or the equivalent), return receipt requested or (iii) personal delivery. You shall not assign or otherwise transfer any of your rights or obligations without the prior written consent of Ping. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed, construed and enforced in all respects by the laws of the State of Colorado, USA, excluding its choice of law/conflict of law provisions, and shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. Unless Ping elects (in its sole option) to proceed in your local jurisdiction, the jurisdiction and venue of any arbitration, litigation or other dispute resolution method between the parties (which arises out of or relates to this Agreement) shall be exclusively in Colorado; you expressly submit and consent to such exclusive jurisdiction and venue. You further understand that the Service may be subject to restrictions and controls imposed by the U.S. Export Administration Act, as amended, and agree, if informed by Ping, to comply with applicable export and import control laws and regulations issued from time to time by the U.S. Department of Commerce and other governmental agencies, foreign or domestic. If any provision of this Agreement is for any reason and/or to any extent determined to be unenforceable under applicable law, the remaining provisions of this Agreement shall remain in full force and effect. The failure of either party to object to or act with respect to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver thereof.
9.2 Government Restricted Rights. This provision applies if the Service is used directly or indirectly by or on behalf of any government. Ping is the manufacturer of the Application and provider of the Service. The Application is a commercial product, licensed on the open market at market prices. Any use modification, reproduction, release, performance, display, or disclosure of the Service and/or Application by any government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement, and no license to the Application is granted to any government requiring different terms. The Service and any accompanying documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualify as “commercial items” as defined in 48 C.F.R. 2.101. If the Service is being ordered by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights to the Service and accompanying documentation will be only as set forth in this Agreement; and in accordance with FAR 52.227-14 Rights in Data- General, “Restricted Rights,” any equivalent agency regulation or contract clause, or such applicable successor provisions.
9.3 Providing Notice. Should you wish to or are required to notify Ping under this Agreement, use the contact information provided on the Ping website located at https://www.pingidentity.com.
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