SailPoint Evaluation Agreement

This SailPoint Evaluation Agreement (“Agreement”) is a binding agreement between SailPoint Technologies, Inc., a Delaware corporation (“SailPoint”), with its principal place of business at 11120 Four Points Drive, Suite 100, Austin, TX 78726, USA, and the entity or individual accepting this Agreement by clicking “I Accept,” creating an account, or accessing or using any Evaluation Offering (“Customer” and, together with SailPoint, each a “party” and collectively the “parties”).

WHEREAS, SailPoint is the provider of software and software-as-a-service offerings, and the Customer wishes to obtain temporary access to the same pursuant to the terms of this Agreement for the sole purpose of evaluating such offerings.

NOW, THEREFORE, in consideration of the foregoing recital and the mutual promises and covenants hereinafter set forth, the parties agree to the terms hereof. This Agreement is effective as of the date Customer first accepts this Agreement by clicking “I Accept,” creating an account, or first accessing or using any Evaluation Offering (the “Effective Date”).

This Agreement was last updated on August 27, 2026.

Terms and Conditions

1. Definitions. As used in this Agreement:

“Affiliate” is a business entity that controls, is controlled by or shares common control with such party, but only so long as such control continues to exist. “Control” as used herein means direct or indirect ownership interest of greater than fifty percent (50%) of the voting rights in such entity (or equivalent of a non-corporate entity).

“Customer Data” means all electronic non-production data submitted to and stored in the SaaS Services by or on behalf of Customer in accordance with the terms of this Agreement. Customer Data does not include data derived from the SaaS Services, including patterns identified using the SaaS Services, configurations, log data, and data regarding the performance and availability of the SaaS Services, in each case which are not personally identifying or identifiable information.

“Documentation” means the user guides, release notes, and other materials provided by SailPoint at https://documentation.sailpoint.com/.

“Evaluation Offerings” means the Software and/or SaaS Services made available by SailPoint to Customer for evaluation purposes pursuant to the terms and conditions of this Agreement.

“Product Specific Terms” means those additional terms set forth at https://www.sailpoint.com/legal/product-specific-terms that are applicable to the use of a specific Evaluation Offering.

“Prohibited Data” means any data that constitutes personal data or like terms under applicable data privacy laws, intellectual property, proprietary business models, and any data which may be subject to the Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley (GLB) Act, the Payment Card Industry (PCI) Data Security Standards, or similar laws, including social security or other government-issued identification numbers, medical or health information, account security information, individual financial account information, credit/debit/gift or other payment card information, account passwords, individual credit and income information. Prohibited Data shall also include any data not deemed “necessary” to fulfill the provision of the Evaluation Offerings in accordance with applicable data privacy laws.

“SaaS Services” means the specific SailPoint internet-accessible software-as-a-service offering (including any ancillary software provided for use with the SaaS Service(s) if any) and hosted by SailPoint, or its service providers, and made available to Customer over a network for evaluation purposes pursuant to this Agreement.

“Software” means the object code version of any SailPoint computer software made available to Customer and licensed to Customer for evaluation purposes pursuant to this Agreement.

“Term” means the thirty (30) day period beginning on the Effective Date during which Customer will have access to and use of the Evaluation Offerings, unless a different evaluation period is specified at the time of provisioning.

“User” means Identities (as defined in the Documentation), that are authorized by Customer to use the Evaluation Offerings. Users may include, Customer’s and its Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business, and any other Identity Customer authorizes to leverage account credentials for the Evaluation Offerings on Customer’s behalf.

2. Evaluation Offerings.

2.1. Provision of Evaluation Offerings. During the Term, SailPoint grants Customer a limited, non-exclusive, non-transferrable, non-sublicensable right to access, install, execute and/or and use (as applicable) the Evaluation Offerings solely for the Customer’s internal business operations, solely in accordance with the applicable Documentation, Product Specific Terms and subject to the terms of this Agreement. Customer’s use of the Evaluation Offerings shall be in a sandbox, non-production environment to evaluate and test the Evaluation Offerings. SailPoint assumes no responsibility and Customer shall assume all risks in the event Customer elects to use production data with the Evaluation Offerings. No other rights are granted to Customer except as expressly set forth in this Agreement. SailPoint does not provide maintenance and support, warranties, service level commitments, or indemnifications for Evaluation Offerings. Customer represents it is a bona fide potential customer of SailPoint and is entering into this Agreement solely for evaluating whether to purchase and/or license such SailPoint Offerings for deployment for its own internal security needs and not for the benefit of a third party, the development of any product or service, competitive training or use.

2.2. Remote Assistance. During the Term, SailPoint will provide remote assistance to Customer for the purposes of answering questions or providing guidance for the use of the Evaluation Offerings. Remote assistance will be available during SailPoint’s standard, local business hours.

3. Customer Responsibilities and Restrictions.

3.1. Customer Responsibilities. Except for SailPoint’s obligations described in Section 8 (Confidentiality), Customer shall: (i) have sole responsibility for and comply with all laws applicable to the accuracy, quality, processing, and right to possess all Customer Data, the means by which Customer acquired the Customer Data and the right to provide the Customer Data for the purposes of this Agreement; (ii) be responsible for the security and confidentiality of Customer’s and its Users’ account information; (iii) be responsible for maintaining a back-up of all Customer Data; (iv) have sole responsibility of the export of all Customer Data in compliance with all data residency and data restrictions requirements for any applicable countries (including but not limited to Russia and People’s Republic of China), prior to connecting any data source to the Evaluation Offerings; and (v) prevent unauthorized access to, or use of, the Evaluation Offerings, and notify SailPoint promptly of any such unauthorized access or use. Customer acknowledges that SailPoint exercises no control over the Customer Data transmitted by Customer or Users to or through the SaaS Services. SailPoint may impose limits on the use of, or access to, the Evaluation Offerings as required by applicable law.

3.2. General Restrictions. Customer and its Users shall not, and shall not permit any third party to: (i) copy or republish the Evaluation Offerings; (ii) make the Evaluation Offerings available to any person other than Users; (iii) rent, lend, sell, sublicense, or use the Evaluation Offerings to provide service bureau, time-sharing or other services to third parties; (iv) send to SailPoint, or store in the SaaS Services, any Prohibited Data; (v) transmit any Customer data to SailPoint from any country that has data residency or data transmission restrictions, including, but not limited to, Russia and the People’s Republic of China, where such transfer would cause SailPoint to be in violation of such applicable data residency or data transmission restrictions; (vi) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to, or in connection with, SaaS Services; (vii) send or store infringing, offensive, harassing or otherwise unlawful material in connection with the SaaS Services; (viii) modify or create derivative works based upon any Evaluation Offerings; (ix) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in any Evaluation Offerings; (x) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code used or embodied in the Evaluation Offerings, which for the avoidance of doubt includes the related algorithms, methods, and techniques; (xi) access or use the Evaluation Offerings to build a similar or competitive product; (xii) attempt to gain unauthorized access to or interfere with or disrupt the integrity or performance of, the SaaS Services or its related systems or networks or the data contained therein. If for some reason these restrictions are prohibited by applicable law or by an agreement SailPoint has with one of its licensors, then the activities are permitted only to the extent required to comply with such law or agreement.

3.3. Users. Customer will cause Users to abide by the terms of this Agreement. Any action or omission of a User, which, if attributable to Customer would constitute a breach of this Agreement by Customer, will be deemed to be a breach of this Agreement by Customer. SailPoint may suspend any User’s access to the Evaluation Offerings for any breach without notice.

4. Intellectual Property.

4.1. Ownership and Reservation of Rights of SailPoint Intellectual Property. Except for the limited rights expressly granted to Customer under this Agreement, SailPoint and its licensors retain all right, title, and interest in and to all Evaluation Offerings, Documentation, any modifications to the Evaluation Offerings developed in whole or in part during the Term, and any other materials provided by SailPoint or its licensors under this Agreement, including all copies thereof made by Customer and all modifications and derivative works, patches, revisions and updates related thereto and intellectual property rights therein.

4.2. Rights in Customer Data. If the Evaluation Offerings include a SaaS Service, as between SailPoint and Customer, Customer owns all Customer Data. Customer hereby grants to SailPoint and its contractors, a limited-term, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, reproduce, transmit, display, and process the Customer Data during the Term as reasonably necessary to provide, support, and improve the SaaS Services.

4.3. Feedback. Any feedback or suggestions that Customer provides to SailPoint in connection with use of the Evaluation Offerings (including, in-app feedback, bug fixes and features requests) is non-confidential and may be used by SailPoint for any purpose without obligation, acknowledgement or compensation to Customer, provided that Customer’s identity as the source of the feedback or suggestion will not be publicly disclosed.

5. term and Termination

5.1. Term. The term of this Agreement shall begin on the Effective Date and continues until the Term has expired or this Agreement has otherwise been terminated. Either party may terminate this Agreement at any time for any reason upon five (5) business days’ prior written notice to the other party.

5.2. Effect of Termination. Upon expiration or termination of this Agreement, all rights to use and access the Evaluation Offerings granted to Customer under this Agreement, including use of, and access to, the Documentation, shall immediately terminate and Customer will cease using the Evaluation Offerings, Documentation and any other SailPoint Confidential Information and Customer shall remove any Software, Required Software and Documentation from its systems and destroy all copies thereof. Sections 3.2 (General Restrictions), 4 (Intellectual Property), 5.2 (Effect of Termination), 6 (No Warranties), 8 (Confidentiality), 9 (Limitations of Liability), 10 (Indemnity), and 11 (General Provisions) shall survive the expiration or termination of this Agreement for any reason.

6. No Warranties.

6.1. Disclaimer. THE EVALUATION OFFERINGS ARE PROVIDED BY SAILPOINT ON AN AS-IS BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAILPOINT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY OF INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT OR OTHERWISE. SAILPOINT DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE EVALUATION OFFERINGS WILL BE ERROR FREE OR UNINTERRUPTED. SAILPOINT HAS NO SUPPORT OR MAINTENANCE OBLIGATIONS FOR THE EVALUATION OFFERINGS UNDER THIS AGREEMENT AND IS NOT RESPONSIBLE FOR ANY DOWNTIME OR OTHER ISSUES THAT MAY ARISE WITHIN CUSTOMER’S INFORMATION TECHNOLOGY ENVIRONMENT. SAILPOINT MAKES NO WARRANTY REGARDING ANY NON-SAILPOINT APPLICATION WITH WHICH THE EVALUATION OFFERINGS MAY INTEROPERATE.

7. Implementation Responsibilities and Disclaimer. Customer will not grant SailPoint access to the production environment for Customer’s databases or business applications or to any other Customer information technology resources, the malfunction or unavailability of which would cause business interruption for Customer (such resources, “Production IT Resources”). Customer shall be solely responsible for any losses, damages or legal liability associated with SailPoint’s access to Production IT Resources.

8. Confidentiality.

8.1. As used in this Agreement, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the Customer Data, the content of this Agreement, the Evaluation Offerings and the business and marketing plans, technology and technical information, product designs, business processes of either party, or (d) received from a third party without restriction on disclosure. Confidential Information of SailPoint includes, without limitation, the Evaluation Offerings and Documentation. The terms and conditions of this Agreement are Confidential Information; however, the existence of this Agreement is not Confidential Information.

8.2. “Confidential Information” does not include information that: (a) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that wasn’t bound by confidentiality obligations to the Disclosing Party at that time; or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.

8.3. The Receiving Party shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care) to: (a) use the Disclosing Party’s Confidential Information only as permitted under this Agreement, unless the Disclosing Party has provided prior written consent for other uses, and (b) only disclose the Disclosing Party’s Confidential Information to Receiving Party’s or its Affiliates’, employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under this Agreement, and the Receiving Party shall be liable to the Disclosing Party for any breach by its Representatives of such confidentiality obligations.

8.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

8.5. To the extent any personal data is incidentally submitted to the Evaluation Offerings, SailPoint shall: (a) process such data solely as necessary to provide the Evaluation Offerings during the Term and only in accordance with the provisions of this Agreement, (b) maintain technical and organizational security measures consistent with those SailPoint applies to the Evaluation Offerings, subject to the disclaimers set forth in Section 6 and the limitations set forth in Section 9, (c) not sell, share, or otherwise make available such data to third parties except as necessary to provide the Evaluation Offerings, (d) ensure that persons authorized to process such data in the Evaluation Offerings are subject to binding obligations of confidentiality, (e) taking into account the nature of the processing, provide commercially reasonable assistance to Customer in responding to requests from individuals exercising their rights under applicable data privacy laws, (f) notify Customer upon becoming aware of any security incident involving unauthorized access that compromises the Confidentiality, Integrity or Availability of such data, and (g) upon expiration or termination of this Agreement, delete such data in accordance with SailPoint’s standard data deletion procedures.

9. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING (BY WAY OF EXAMPLE AND NOT AN EXHAUSTIVE LIST) LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF USE, OR OTHER COMMERCIAL DAMAGES OR LOSSES arising out of or in any way connected with this agreement, however caused and whether in contract, tort, or otherwise and regardless of the theory of liability and whether or not the party has been advised of the possibility of such damages or losses. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SAILPOINT’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO (A) THE INDEMNITY ARISING UNDER SECTION 10 (INDEMNITY), (B) EITHER PARTY’S BREACH OF SECTION 3.2 (GENERAL RESTRICTIONS) OR SECTION 8 (CONFIDENTIALITY), OR (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

10. Indemnity. To the extent Customer makes available to SailPoint any of its electronic data or information (ie. Customer Data) in connection with the Evaluation Offerings, Customer will defend SailPoint and its Affiliates from all claims, demands, suits, or proceedings brought against SailPoint by a third party alleging a violation of a user’s or third party’s rights arising from or related to any Customer Data including the Customer’s provision of the Customer Data to SailPoint or its Affiliates or their respective use of the Customer Data in connection with providing the Evaluation Offerings in accordance with this Agreement. Customer will indemnify SailPoint for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by Customer, in connection with any such claims, demands, suits, or proceedings.

11. General Provisions.

11.1. Assignment. Neither party may assign this Agreement or otherwise transfer any right or obligation under this Agreement without the other Party’s written consent. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that the party shall not be relieved of any obligation under this Agreement.

11.2. Notices. Except as otherwise expressly permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) when sent by email to the email address associated with Customer’s account (for notices to Customer) or to legal@sailpoint.com (for notices to SailPoint), or (b) when personally delivered. SailPoint may also provide notices to Customer by posting them within the Evaluation Offerings.

11.3. Equitable Relief. The parties agree that a material breach of sub-part(iv) of Section 3.1 (Customer Responsibilities), Section 3.2 (General Restrictions), or Section 8 (Confidentiality) may cause irreparable injury to the non-breaching party for which monetary damages alone may not be an adequate remedy, and therefore the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages. If any legal action is brought to enforce Section 4 (Intellectual Property) or Section 8 (Confidentiality), the prevailing party shall be entitled to recover its reasonable attorney fees, court cost and other collection expenses, in addition to any other relief it may be awarded.

11.4. Entire Agreement. This Agreement together with the Product Specific Terms and any other documents incorporated herein by reference contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous oral and written communications, representation, understandings, and agreements by the parties concerning the subject matter of this Agreement. In the event of any conflict between this Agreement and the Product Specific Terms, the Product Specific Terms shall take precedent. No modification, amendment, or waiver of any provision of this Agreement will be effective unless made by SailPoint in a revised version of this Agreement posted to its website or otherwise communicated to Customer. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision and a waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

11.5. Export Laws. Export controls and sanctions laws of the United States and any other relevant local export controls and sanctions laws apply to the Evaluation Offerings (collectively “Export Laws”). Customer agrees that such Export Laws govern its use of the Evaluation Offerings (including technical data) and any materials provided under this Agreement, and Customer agrees to comply with all such Export Laws. Customer agrees that no data, information, software programs, or other materials resulting from Evaluation Offerings (or direct product thereof) will be exported, re-exported, transferred or released, directly or indirectly, in violation of the Export Laws. Customer represents that it is not (i) named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, (ii) owned or controlled by or acting on behalf of any such persons or entities, or (iii) residing, located, operating, or organized in a country or region subject to a United States trade embargo. Customer agrees that it will not access or use the Evaluation Offerings in any manner that would cause any party to violate any Export Laws.

11.6. Independent Contractors, No Third-Party Beneficiaries. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. Save as contained expressly above, this Agreement confers no rights upon either party’s employees, agents, contractors, partners or customers or any other person or entity.

11.7. Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of law provisions thereof that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in New York.

11.8. Anti-Bribery/Corruption. Neither party (a) has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement or (b) has made, paid, given, or agreed to make, pay, or give any bribe, kickback, payment, gift, or thing of value to any foreign government official or other person in violation of applicable laws related to the prevention of corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (“Anti-Corruption Laws”) in connection with this Agreement. Both Parties agree to comply with the Anti-Corruption Laws in relation to this Agreement. If either party learns of any violation of the foregoing restriction, such party will use reasonable efforts to promptly notify the other party.

11.9. Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; and (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

11.10. Acceptance. By clicking “I Accept,” creating an account, or accessing or using any Evaluation Offering, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement. If Customer is accepting on behalf of an entity, Customer represents and warrants that it has the authority to bind that entity to this Agreement.

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