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.
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.
3 Account Registration. You may need to register for an SoftwareIDM account in order to place orders, apply license keys, or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
4.1 Directly with SoftwareIDM. SoftwareIDM’s Product ordering documentation or purchase flow (“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of connectors (as defined below), (b) storage or capacity (for Hosted Services), (c) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.
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).
7.2 Number of Instances. Unless otherwise specified in your Order, for each Software license that you purchase, you may install five instances of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement), and up to five of a single Provider Type per Provider license of that type. We also make available “developer” licenses free of charge for certain of our Software offerings, excluding MIM DevTest, to allow you to deploy non-production instances, such as for learning, staging or QA purposes. Non-production licenses are requested by opening a ticket at our support website.
7.3 Your Modifications. Subject to the terms and conditions of this Agreement (including without limitation Section 2 (Combining the Products with Open Source Software) of Third Party Code in SoftwareIDM Products): (1) for any elements of the Software provided by SoftwareIDM in source code form, and to the extent permitted in the Documentation, you may modify such source code solely for purposes of developing bug fixes, customizations and additional features for the Software and (2) you may also modify the Documentation to reflect your permitted modifications of the Software source code or the particular use of the Products within your organization. Any modified source code or Documentation constitutes “Your Modifications”. You may use Your Modifications solely with respect to your own instances in support of your permitted use of the Software but you may not distribute the code to Your Modifications to any third party. Notwithstanding anything in this Agreement to the contrary, SoftwareIDM has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Products. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications or the Software) or your breach of this Section 6.3. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of SoftwareIDM at your expense.