Ping Identity Corporation End User License Agreement (Evaluation Only) THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS ON WHICH PING IDENTITY CORPORATION ("PING IDENTITY") IS WILLING TO ALLOW YOU (IF YOU ARE INSTALLING THE SOFTWARE ON YOUR OWN BEHALF) OR THE BUSINESS ENTITY THAT IS YOUR EMPLOYER (IF YOU ARE INSTALLING THE SOFTWARE IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY) (IN EITHER CASE, "YOU" or "LICENSEE") TO ACCESS AND USE CERTAIN SOFTWARE AND ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "LICENSED MATERIALS", AS FURTHER DEFINED BELOW). THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN LICENSEE AND PING IDENTITY AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN LICENSEE AND PING IDENTITY WITH REGARD TO THE LICENSED MATERIALS. IF THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY PING IDENTITY, ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. BY YOUR EXPRESSION OF ASSENT IN ANSWER TO THE QUESTION "DO YOU ACCEPT ALL THE TERMS OF THE PRECEDING LICENSE AGREEMENT?" YOU INDICATE THAT YOU INTEND YOUR EXPRESSION OF ASSENT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, AND IF YOU ARE INSTALLING THE SOFTWARE IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY, YOU WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU CANNOT MAKE SUCH WARRANTY OR IF LICENSEE DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, (1) YOU MUST NOT EXPRESS ASSENT TO THE QUESTION "DO YOU ACCEPT ALL THE TERMS OF THE PRECEDING LICENSE AGREEMENT?" AND (2) YOU MUST DESTROY ALL COPIES OF THE LICENSED MATERIALS IN YOUR POSSESSION IMMEDIATELY. 1 Definitions. 1.1 CDDL means the Common Development and Distribution License version 1.0 (http://www.unboundid.com/cddl.html), and terms defined therein. 1.2 CDDL Work means any work which is licensed under the CDDL. 1.3 Documentation means the printed, online or electronic documentation provided with the Licensed Software to explain its operation and use. 1.4 Effective Date means the date You express your assent to the terms of this Agreement 1.5 Evaluation Period means the ninety (90) day time period beginning on the date the Software was first provided to Licensee or such longer time period as may be specified on Licensee's purchase order or Ping Identity's invoice for Licensed Materials. 1.6 Evaluation Purposes means internal non-commercial evaluation with non-production data on ten (10) or fewer systems. In the event of any conflict between this definition of Evaluation Purposes and the Grant of License and Restrictions on Use stated in Section 2 below, the provisions of Section 2 shall take precedence. 1.7 Licensed Materials means the Licensed Software and Documentation. 1.8 Licensed Software means the Ping Identity Software and Third Party Software. 1.9 Oracle means Oracle USA, Inc. 1.10 Oracle Software means any Oracle software or documentation included in the Licensed Materials including, without limitation, Berkeley DB Java Edition Transactional Data Store. 1.11 Technical Support means any maintenance and support services provided by Ping Identity for the Licensed Materials. 1.12 Term has the meaning specified in Section 7.1. 1.13 Third Party Licensor means the owner or licensor of any Third Party Software including, but not limited to, Oracle. 1.14 Third Party Software means the object code version of any software owned by or licensed to a third party and licensed to Ping Identity that is distributed with or integrally incorporated into the Ping Identity Software. 1.15 Ping Identity Software means the software that this Agreement accompanies, which may include but is not necessarily limited to, the PingDirectory Server, PingDirectoryProxy Server, PingDataSync Server, PingDataMetrics Server, PingAuthorize Server, and UnboundID LDAP SDK for Java and patches, updates, modifications or new releases thereof that may be provided by Ping Identity to Licensee from time to time during the Term, whether in the course of providing Technical Support or otherwise. 2 Grant of License and Restrictions on Use. 2.1 In consideration of Licensee's agreement to abide by the terms and conditions of this Agreement, and provided that Licensee complies with the restrictions stated in Section 2.3 below (which define the scope of the license rights granted herein), Ping Identity grants Licensee, and only to Licensee, a non-exclusive, non-sublicensable, non-transferable license to install, access and use the Licensed Materials for Evaluation Purposes only. The foregoing license will apply to Licensee and its officers, employees, authorized agents and independent contractors using the Licensed Materials on Licensee's behalf (provided that such individuals and entities have agreed in writing to be bound by all applicable restrictions and other relevant terms and conditions of this Agreement) and Licensee is liable for use of the Licensed Materials by such individuals. Except as expressly stated herein, Licensee will have no right to receive or review the source code version of any portion of the Licensed Software. The Licensed Software is licensed as a single product; its component parts may not be separated. Ping Identity reserves all rights not expressly granted herein. 2.2 Ping Identity shall have the right to audit Licensee's use of the Licensed Materials, and Licensee agrees that it will provide reasonable assistance and access to its facilities in the course of such audit. In addition, Licensee agrees that Ping Identity may report the results of such audit to its Third Party Licensors or to assign its right to audit Licensee's use of the Licensed Materials to such Third Party Licensors. 2.3 Acknowledging that such actions are outside the scope of the license granted herein, Licensee shall not (and shall not allow any third party to): 2.3.1 make production use of the Licensed Software; 2.3.2 copy the Licensed Materials; 2.3.3 reverse engineer (unless required by law for interoperability), disassemble or decompile the Licensed Software (including, but not limited to, any review of data structures or similar materials produced by the Licensed Software); 2.3.4 remove or modify any product identification, markings, copyright or other notices from the Licensed Materials (including, but not limited to, any notice of Ping Identity's or any Third Party Licensor's or its licensor's proprietary rights); 2.3.5 sell, distribute, provide, lease, lend, rent, outsource, host or use for timesharing or service bureau purposes or otherwise use or allow others to use the Licensed Materials to or for the benefit of third parties; 2.3.6 except as expressly specified in the Documentation, incorporate the Licensed Software into or with other software; 2.3.7 modify or create a derivative work of any part of the Licensed Software; 2.3.8 disclose to persons other than Licensee any content which uses or references the Licensed Materials, including but not limited to developed extensions (in source or compiled form), test or benchmark results, or evaluation documents; or 2.3.9 assign, give or transfer the Licensed Materials or an interest in them to another individual or entity (in the event You grant a security interest in Licensed Software, the secured party has no right to use or transfer the Licensed Software). 2.4 With respect to, and solely with respect to, the source code form of any CDDL Works in the Software, the restrictions stated in the foregoing Section 2.3 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 Licensed Software are as stated in the CDDL. 2.5 Licensee recognizes and agrees that there is no adequate remedy at law for a breach of this Section 2, that such a breach would irreparably harm Ping Identity, and that Ping Identity is entitled to equitable relief (including, without limitation, injunctions, and without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies. 3 Intellectual Property Ownership. The Licensed Materials are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Subject to Section 4 below, Ping Identity or its Third Party Licensors (and their licensors, if applicable) retain all ownership of, and intellectual property rights in (including copyright), the Licensed Materials and all copies thereof. The Licensed Software is licensed, not sold. 4 CDDL/Open Source Software. The Ping Identity Software may include CDDL Works. With respect to any such CDDL Works: (i) upon written request by the Licensee, Ping Identity will provide copies of the source code and other materials subject to and pursuant to the terms of the CDDL; (ii) WARRANTY, SUPPORT, INDEMNITY OR LIABILITY OBLIGATIONS OFFERED HEREIN, IF ANY, ARE OFFERED BY PING IDENTITY AND NOT BY ANY OTHER CONTRIBUTOR OR INITIAL DEVELOPER OF ANY SUCH CDDL WORK; and (iii) ANY AND ALL TERMS IN THIS AGREEMENT 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. 5 Oracle Components. The following terms apply to Oracle Software: 5.1 The Oracle Software may only be used by the legal entity that is the Licensee under this Agreement. 5.2 The Oracle Software is subject to a restricted license and can only be used in conjunction with the Licensed Materials. 5.3 You are not permitted to modify the Oracle Software. 5.4 The Oracle Software may include source code that Oracle may provide as part of its standard shipment of such Oracle Software, which source code shall be governed by the terms of this Agreement. 5.5 Third party technology that may be appropriate or necessary for use with some Oracle Software is specified in the Documentation or as otherwise notified by Ping Identity, and such third party technology is licensed to You only for use with the Licensed Materials under the terms of the third party license agreement specified in the Licensed Materials or as otherwise notified by Ping Identity and not under the terms of this Agreement. 5.6 To the extent permitted by applicable law, Oracle's liability for (1) any damages, whether direct, indirect, incidental, special, punitive or consequential and (2) loss of profits, revenue, data or data use, arising from the use of the Oracle Software are hereby expressly disclaimed. 5.7 For all purposes of this Agreement, Oracle shall be expressly deemed an intended third party beneficiary of this Agreement and shall have the right to enforce the terms and conditions of this Agreement. 6 Consideration. There is no license fee for the license granted in this Agreement, which is limited to Evaluation Purposes. Technical Support, if made available to Licensee by Ping Identity during the Evaluation Period, will be subject to payment of the fee specified on Licensee's purchase order and/or Ping Identity invoice. After the Evaluation Period, You may purchase a commercial license to use the Licensed Materials upon execution of Ping Identity's then-current End User License Agreement and upon payment of Ping Identity's then-current fees, including all applicable taxes. 7 Term and Termination. 7.1 This Agreement will be effective as of the Effective Date and will expire at the end of the Evaluation Period (the "Term"). 7.2 If Licensee should materially breach a provision of this Agreement, Ping Identity may terminate this Agreement upon thirty (30) days written notice (ten (10) days in the case of nonpayment) unless the breach is cured within the notice period. In addition, Ping Identity may immediately terminate this Agreement upon written notice (a) if Licensee asserts that the individual accepting the terms of this Agreement is not authorized to legally bind the Licensee; or (b) if Licensee breaches the provisions of Section 7 below; or (c) if (i) a receiver is appointed for Licensee or its property, (ii) Licensee becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors, or (iii) any proceedings (whether voluntary or involuntary) are commenced against Licensee under any bankruptcy, insolvency or debtor's relief law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof. 7.3 All rights and licenses granted herein will simultaneously and automatically terminate at the end of the Evaluation Period or upon expiration or termination of this Agreement for any reason . Licensee will, within five (5) days following expiration or termination, (a) delete all copies or partial copies of the Licensed Materials installed on Licensee's computers and (b) return to Ping Identity all copies or partial copies of the Licensed Materials in Licensee's possession or, upon request by Ping Identity, destroy all copies or partial copies of the Licensed Materials then in Licensee's possession or under Licensee's control and certify in writing to Ping Identity that they have been destroyed. The provisions of Sections 2.3, 3, 5, 7.3, 8, 9, 10, 11, 13 and 15 will survive expiration or termination of this Agreement. 8 Confidentiality Obligations. Except as expressly allowed by this Agreement, Licensee will not use or disclose any Licensed Materials or related technology, ideas, algorithms or information except to the extent Licensee can document that it is generally available for use and disclosure by the public without any charge or license. Licensee recognizes and agrees that there is no adequate remedy at law for a breach of this Section 8, that such a breach would irreparably harm Ping Identity and its Third Party Licensors and that Ping Identity is entitled to equitable relief (including, without limitation, injunctions without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies. 9 Disclaimer of Warranties. THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND NEITHER PING IDENTITY NOR ITS THIRD PARTY LICENSORS WARRANT THAT THE LICENSED MATERIALS WILL BE ERROR-FREE, VIRUS-FREE, WILL PERFORM IN AN UNINTERRUPTED, SECURE OR TIMELY MANNER, OR WILL INTEROPERATE WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA. TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF PING IDENTITY HAD BEEN INFORMED OF SUCH PURPOSE), OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY DISCLAIMED. No employee, agent, representative or affiliate of Ping Identity has authority to bind Ping Identity to any oral representations or warranty concerning the Licensed Materials. Any written representation or warranty not expressly contained in this Agreement is unenforceable. 10 Limitation of Liability. IN NO EVENT SHALL PING IDENTITY OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, DATA OR DATA USE, BUSINESS INTERRUPTION, COST OF COVER, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED MATERIALS OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF PING IDENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11 Additional Rights. Certain states do not allow the exclusion of implied warranties or limitation of liability for certain kinds of damages, so the exclusion of warranties and limitation of liability set forth above may not apply to You. 12 Technical Support. Unless otherwise provided on a Licensee purchase order or Ping Identity invoice, Ping Identity has no obligation under this Agreement to provide Technical Support for the Licensed Materials. To the extent that Ping Identity does provide Technical Support, such Technical Support will be as specified in Ping Identity's then-current Standard Support Policy; provided, however, that no obligation of Ping Identity to provide Technical Support will survive termination of the license granted in this Agreement. 13 Export Restrictions. The Licensed Materials are subject to all pertinent import and export laws of the United States, including, but not limited to, the U.S. Export Administration Regulations ("EAR" located at 15 C.F.R. Sections 734 et seq). Licensee agrees that it will be solely responsible for compliance with all such laws and shall indemnify Ping Identity for any penalties, losses, fines, as well as all costs and other expenses incurred by Ping Identity as a result of any violation or alleged violation of export laws by Licensee. Licensee agrees that: (a) it will not export, re-export, or transfer, directly or indirectly, the Licensed Materials to any person, firm or country on the Denied Persons List, Entity List, Debarred Parties or Specially Designated Nationals lists, countries supporting terrorist activities or any other country or entity designated by the U.S. Government as prohibited by U.S. law, or nationals thereof; and (b) it is not located in such a country or on such a list. Licensee agrees that it will not transfer, export or re-export, directly or indirectly, the Software for use or to users in military or proliferation activities (nuclear, missile, chemical or biological weapons) without U.S. Government authorization (by export license or regulation). Licensee agrees that, upon request, it will provide additional end use/end user information or written acceptance of requirements and responsibilities to comply with U.S. export license requirements. Licensee agrees to be bound by any future modifications of the list of restricted destinations by amendments to the EAR or other U.S. government regulations. These requirements shall survive the term or termination of the Agreement and require the end user to comply fully with all relevant laws and regulations of the US and other applicable export and import laws to assure that neither the programs, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws. 14 U.S. Government Restricted Rights Legend. The Licensed Materials were developed at private expense and are provided with "Restricted Rights." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-19, its successor or applicable agency rights in technical data or computer software. In the event that this Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail. 15 Miscellaneous. 15.1 This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any disputes related to this Agreement shall be exclusively litigated in the state or federal courts located in Travis County, Texas. 15.2 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 15.3 The Licensee may not subcontract, sublicense, assign, or transfer its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, without the prior written consent of Ping Identity. 15.4 The Uniform Computer Information Transactions Act does not apply to this Agreement. 15.5 Any conflict or ambiguity between this Agreement and any other agreement between Licensee and Ping Identity will be resolved by giving precedence in the following order: (a) this Agreement and (b) such other agreement. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Licensee may use in connection with the acquisition or licensing of the Licensed Materials will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Ping Identity to object to such terms, provisions, or conditions.