SoftwareIDM Customer Agreement

This SoftwareIDM Customer Agreement (the “Agreement”) is between you and SoftwareIDM Inc. (“SoftwareIDM”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement. SoftwareIDM may modify this Agreement from time to time, subject to the terms in Section 26 (Changes to this Agreement) below.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order, or by using or accessing SoftwareIDM products, you indicate your assent to be bound by this Agreement.

1 Scope of the Agreement. This Agreement governs your initial purchase as well as any future purchases, including add-on and providers, made by you that reference this Agreement. This Agreement includes our Privacy Policy, our Acceptable Use Policy, any Orders, and any other referenced policies and attachments.

2 Types of SoftwareIDM Products. This Agreement governs (a) SoftwareIDM’s commercially available downloadable software products (currently designated as “Server” or “Data Center” deployments) (“Software”), (b) SoftwareIDM’s hosted or cloud-based solutions (currently designated as “Cloud” deployments) (“Hosted Services”), and (c) any related support or maintenance services provided by SoftwareIDM. Software and Hosted Services, together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in SoftwareIDM’s standard documentation (“Documentation”). Section 6 (Software Terms) applies specifically to Software, and Section 7 (Hosted Services Terms) applies specifically to Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all Products.

4.2 Reseller Orders. This Agreement applies whether you purchase our Products directly from SoftwareIDM or through SoftwareIDM “Experts” or other authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on SoftwareIDM’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

5 Authorized Users and Administrators. Only the specific individuals you designate through the applicable Product (“Authorized Users”) may access and use the Products. Some Products may have unlimited users. Some Products may allow you to provide access through the Managed Service Console Product, to SoftwareIDM authorized Service Providers Companies and their staff, who you authorize through a separate agreement you designate with the Service Provider, if the Service Provider is not SoftwareIDM. Some Products allow you to designate different types of Authorized Users. Authorized Users may only be you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may also permit your customers to have limited access to certain Products or Parts of Products as Authorized Users, subject to the terms of our Customer Use Addendum. You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

6 Authorized Data Sources and Data Targets. Only the specific data you designate through the applicable Product (“Authorized Data”) may store identity data within the Products. You are responsible for compliance with this Agreement when collecting or modifying Authorized Data Source and Data Targets. All use of Products by you and your Authorized Users must be within the Scope of Use and data that is solely owned by you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

7 Software Terms.

7.1 Your License Rights. Subject to the terms and conditions of this Agreement, SoftwareIDM grants you a non-exclusive, non-sublicenseable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The term of each Software license (“License Term”) will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order. The Software requires a license key in order to operate, which will be delivered as described in Section 11.2 (Delivery).