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The below terms and conditions set forth certain additional terms that apply to specific solutions and services (“Products”) offered to you (“Customer”) by Ping Identity Corporation (“Ping Identity”). These terms supplement the terms of the existing Subscription Agreement or other end user agreement between Ping Identity and Customer (the “EULA”) as well as any ordering documentation (“Order Form(s)”).
SMS/Voice Fees (all multi-factor authentication solutions):
Ping Identity utilizes third-party provider(s) to enable optional SMS and voice call notification features for certain Products and in the event that Customer elects to utilize any such SMS or voice call features, Customer will be responsible for all charges incurred by Ping Identity from such third-party provider(s) for Customer’s use, and Ping Identity (or the applicable reseller) will bill Customer for these charges in arrears.
Identity-based entitlements (any Products that are entitled based on identities):
A “Workforce Identity” is a unique set of identity attributes associated with an employee, contractor, subcontractor, or temporary staff acting on Customer’s behalf.
A “Partner Identity” is a unique set of identity attributes associated with an employee, contractor, subcontractor or temporary staff of a business partner of Customer, acting on behalf of such business partner and not for the benefit of such individual. Partner Identities are only permitted to access resources of Customer.
A “Customer Identity” is a unique set of identity attributes associated with (i) customers of Customer, if such customer is an individual, or (ii) employees, contractors, subcontractors or temporary staff of customers of Customer, if such customer is an entity, in each case acting on such individual’s behalf. Customer Identities are only permitted to access resources of Customer.
Standard terms regarding Identities:
Limits on Workforce Identities, Partner Identities or Customer Identities (collectively, “Identities”) specify the number of unique Identities of such type that may utilize the applicable Products on the applicable Order Form during each annual period of the subscription on such Order Form.
Monthly Active Identities:
Any Products on an Order Form that specify Monthly Active Identities as the subscription model are based on annual average monthly active Identities of such type for each year of the subscription on such Order Form. An Identity is counted as active for this purpose if, within a given calendar month, there is an identity operation related to that Identity, such as sign-up, sign-in, authentication, token refresh or password change. Customer is not charged for subsequent uses of the same Product by such Identity within that calendar month. The average of the total number of active Identities for each calendar month of each annual term the subscription determines the Monthly Active Identities for such annual term. Partial calendar months at the beginning and end of the subscription term are disregarded and calendar months that overlap two annual terms are counted in the subsequent annual term. In the event that Customer exceeds its Monthly Active Identities entitlement, notwithstanding anything to the contrary contained in the Agreement, Customer will be subject to an overage fee that is calculated as two times the annual per-Monthly Active Identities rate on this Order Form for such overage for the applicable annual term. The number of Monthly Active Identities purchased may not be decreased during the term of this Order Form.
Transaction-based entitlements (any Products that are entitled based on a number of transactions):
Customer may purchase an entitlement for a certain number of transactions (“Transactions”) that may be utilized with the applicable Product as follows below. Transactions include any identity-related operation related to the applicable Product, such as ID verification, sign-up, sign-in, authentication, token refresh or password change. With respect to the PingOne DaVinci Service, Transactions occur each time in a workflow that a connector node makes a call to another application, system or service (including other Ping Identity solutions).
a. For Transactions other than Non-Recurring Transactions (“Renewable Transactions”), the quantity purchased indicates the maximum number of Transactions that may be utilized by Customer during each Subscription Year of the Service Term. A “Subscription Year” refers to each one-year period measured from the start of an applicable Renewable Transaction subscription term (the “Service Term”) and does not refer to calendar years.
b. Transactions that are designated as “one-time,” “non-recurring,” or with another similar description (“Non-Recurring Transactions”) must be utilized by Customer within the Subscription Year in which they were purchased. Non-Recurring Transactions increase the maximum number of permitted Transactions only for the specific Subscription Year in which they are purchased.
c. Any Transactions that are not utilized during the permitted Subscription Year set forth in clause (a) or (b) above shall expire without refund at the end of such Subscription Year and may no longer be utilized. Transactions applicable to future Subscription Years may not be applied to prior Subscription Years.
d. If a Service Term for Renewable Transactions contains a partial Subscription Year (i.e., less than twelve months), such partial Subscription Year will occur at the beginning of the Service Term so that the remainder of the Service Term is comprised of full Subscription Years. The Renewable Transactions entitlement for such partial Subscription Year will be pro-rated for the portion of a whole year that it represents.
e. In the event that Customer uses the entirety of its entitlement of Transactions for a given Subscription Year prior to the end of such Subscription Year, Ping Identity reserves the right to discontinue processing of further Transactions (“Excess Transactions”) until acceptable evidence is presented by Customer to assure Ping Identity of payment for the Excess Transactions, in Ping Identity’s reasonable discretion.
f. Fees for Excess Transactions will be subject to a per-Transaction fee equal to the base per Transaction Fee applicable to such Subscription Year, and Customer shall not be entitled to any discounted rate with respect to Excess Transactions. Customer is responsible for these fees in the event that Ping Identity allows Customer to continue processing Transactions beyond Customer’s entitlement regardless of assurance of payment as contemplated in clause (e) above. Ping Identity will invoice Customer the fees for Excess Transactions and Customer will remit payment to Ping Identity in accordance with the Agreement.
Non-Standard Integration Kits:
The following terms apply to any Non-Standard Integration Kits purchased by Customer:
Additional Support Terms for Single Tenant SaaS Services (such as PingOne Advanced Services and PingOne for Government Services):
The PingOne Advanced Services on this Order Form is subject to the Ping Identity Support Policy Addendum for PingOne Advanced Services located at https://www.pingidentity.com/support-policy-pingcloud-addendum.
In the event that Customer has purchased a subscription that is unlimited with respect to any entitlements (such as any types of Identities or Transactions), Customer’s entitlements for the subscription are for the benefit of Customer as of the date of its execution (the “Effective Date”), as well as organic growth after the Effective Date, but excludes Inorganic Growth (as defined below). In the event that Customer enters into any merger, acquisition, reorganization or similar transaction, or series of related transactions, after the Effective Date with an entity or group of entities (the “Acquired Business”) that either (i) has at least 5% of the number of employees or customers of Customer or (ii) is an existing customer of Ping Identity (“Inorganic Growth”), then Customer shall be required to purchase additional subscriptions from Ping Identity to utilize those subscriptions in connection with or for the benefit of the Acquired Business.