Date of Last Revision: November 12, 2021
For purposes of these Terms, “affiliates,” includes all companies that are affiliated with SailPoint by reason that these companies are owned by, or under the same common ownership as, SailPoint. Affiliates shall also include the parent company of the group of which SailPoint is a member.
PLEASE READ: THESE TERMS ALSO INCLUDE A MANDATORY ARBITRATION AGREEMENT. PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE ALL DISPUTES WITH SAILPOINT ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND REQUIRE YOU TO FOREGO JURY TRIALS, CLASS ACTIONS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, UNLESS YOU OPT-OUT BY FOLLOWING THE OPT-OUT PROCEDURES BELOW. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO THE MANDATORY ARBITRATION AGREEMENT.
1. ARBITRATION AGREEMENT; DISPUTE RESOLUTION AND CHOICE OF LAW
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Mandatory Binding Arbitration: By agreeing to these Terms, you agree that any dispute, claim or controversy arising out of or relating to the Website or these Terms, or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Website (collectively “Disputes”) will be resolved solely by binding, individual arbitration and not in a court of law in any jurisdiction and not in a class, representative or consolidated action or proceeding, as set forth further below. Disputes does not include any disputes, claims or controversies arising out of your use of products or services that are the subject of Separate Terms.
This section is intended to be interpreted broadly and governs any and all Disputes between you and SailPoint, including but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, advertising); and claims that may arise after the termination of these Terms but are related to these Terms or the use of the Website. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and claims that may be adjudicated in small claims court, as provided below.
You and SailPoint agree to resolve any and all Disputes as follows:
The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (https://www.adr.org/Rules), Consumer Arbitration Rules (https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) as applicable, and any supplementary rules then in effect (“AAA Rules”), excluding any rules or procedures governing or permitting class actions or class arbitrations and except as modified by this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may initiate an arbitration by calling 800-778-7879 or visiting https://www.adr.org/ContactUs.
Payment of all filing, administration, and arbitrator fees will be governed by AAA’s applicable rules. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SailPoint will pay the additional cost. We will also reimburse fees invoiced by AAA, including filing fees and arbitrator and hearing expenses, for claims totaling less than $10,000. For claims at or above $10,000, if the arbitrator finds the arbitration to be non-frivolous, SailPoint will pay the fees invoiced by AAA, including filing fees and arbitrator and hearing expenses.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing or in Travis County, Texas. For individuals residing outside the United States, arbitration shall be initiated in Travis County in the State of Texas, United States of America, and you and SailPoint agree to submit to the personal jurisdiction of any federal or state court in Travis County, Texas in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: You and SailPoint agree that each party is waiving the right to a trial by jury or to participate in any purported class, collective, consolidated, or representative proceeding, including in arbitration. The parties may bring claims against the other only in their individual capacities, and not as a plaintiff or a class member in any purported class, collective, consolidated, or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes on a class basis.
Exception – Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of technology or intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out (“Opt-Out Notice”) (1) by email to [email protected] with the subject line, “MANDATORY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT” or (2) by mail at 11120 Four Points Drive, Suite 100, Austin, TX 78726. The Opt-Out Notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) the first date that you used the site that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. To be effective, all Opt-Out Notices must contain your full name, address, and signature. If you opt out of these arbitration and class action waiver provisions, SailPoint also will not be bound by them, but all other terms of the Agreement will continue to apply. Opting out of the arbitration and class action waiver provisions has no effect on any previous, other, or future arbitration agreements that you may enter with us.
You agree that any Dispute between you and SailPoint shall be governed by the laws of the United States and the State of Texas, without regard to their conflict of laws provisions.
Changes to Arbitration Agreement or Class Action Waiver: If we change this Arbitration Agreement or class action waiver provision after the date you first agreed to the Terms or to any subsequent changes to the Terms, you may reject any such change by providing us with written notice of such rejection within thirty (30) days of the date such change becomes effective. Your written notice must be sent (1) by email to [email protected] or (2) by mail at 11120 Four Points Drive, Suite 100, Austin, TX 78726.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 General Restrictions. When retrieving information from the Website, you are prohibited from (a) using or attempting to use spiders, robots, avatars, intelligent agents, or any other extraction, navigation, or search tools, except for a normal browser as used by a natural person, (b) aggregating, copying or duplicating any of the materials or information available from the Website except for the small amount of materials and information temporarily required for use of the Website as intended, (c) accessing data not intended for you or attempting to gain unauthorized access to, interfere with, or disrupt any parts of the Website, the server(s) on which the Website is stored, or any server, computer, or database connected to the Website, (d) accessing the Website for the purpose of competing with SailPoint or using the Website for purposes of benchmarking or other similar purposes, (e) using the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s user of the Website, (f) using the Website in any manner that may violate applicable laws, rules or regulations, or (g) attacking the Website via a denial-of-service attack or a distributed denial-of-service attack.
2.2 User Content Responsibilities and Restrictions.
- You shall be solely responsible for all activity associated with your use of the Website, including any data, text, links, media or other content that you submit to the Website or otherwise provide to SailPoint, including through email, or through SailPoint’s “Contact Us Today” form on the “Contact” page, or by emailing SailPoint (collectively, the “User Content”).
- You represent and warrant that all User Content that you may submit to the Website is your wholly original material (except for material that you are using with the permission of its owner), and does not infringe or violate any copyright, trademark or other rights of any third-party including any rights of privacy or publicity.
- You represent and warrant that the User Content does not contain any defamatory statements or contravene any contract, agreement or other arrangement nor the laws, rules or regulations of any applicable jurisdiction.
- You shall not engage in any spamming or excessive communications, or submit User Content that is disruptive, off-topic, deliberately intended to have a negative impact on the Website or otherwise interfere with the ability of others to enjoy or comfortably use the Website.
- You shall not submit User Content that is false, inaccurate, hateful, threatening, pornographic, profane, obscene, abusive, unlawful, harassing, hateful, racially or ethnically offensive, libelous or defamatory, or any content that encourages unlawful conduct or misleads others regarding the origin of the User Content.
- You shall not attempt to impersonate another person, including any public figure, or SailPoint employee.
- You shall not use the Website in a manner that “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Website (through use of manual or automated means).
- You shall not transmit worms, viruses or any code of a destructive nature.
2.3 Remedies. Any use of the Website in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Website and other SailPoint services. SailPoint reserves the right to terminate or suspend your rights to use the Website for any reason. SailPoint also reserves the right to bring legal action against you for any loss or damage that it may suffer as a result of your violation of the Terms.
3.2 Shared User Content. Any User Content submitted by you is at your own risk and may be obtained and used by others. Do not reveal information that you do not want to make public.
4. Intellectual Property Rights
4.1 SailPoint Intellectual Property. The copyrights and other intellectual property in the Website are owned by SailPoint, its independent contractors, and its licensors. This includes all software, training material, guides, and any other SailPoint generated material. Additionally, this includes the words “SailPoint Technologies” (design and word mark), “SailPoint” (design and word mark), “IdentityIQ,” “IdentityNow,” “SecurityIQ,” “IdentityAI,” “Identity Cube,” and “SailPoint Predictive Identity” are the registered trademarks of SailPoint. Furthermore, “Identity is Everything” and “The Power of Identity” are trademarks of SailPoint. Subject to your compliance with these Terms, including Section 2 above, you are authorized to view, store, print, reproduce, copy, and distribute any pages within the Website for non-commercial use within your organization only. All other rights are reserved. You may print off pages of the Website; however if you do so, you agree that you do not acquire any ownership rights in any of that material. This right is non-transferable and non-sublicensable. You may not copy, distribute, transmit, publish, sell, transfer, create derivative works of, or otherwise exploit any such material that you print off except for distribution within your organization. In consideration of this authorization, you agree that (a) any copy of any materials that you make shall retain all copyright and other proprietary notices originally contained in such materials and (b) these Terms are included with any distribution within your organization. Except as expressly provided in these Terms, any reproduction, display or other dissemination of information or content contained in this Website is strictly prohibited and constitutes copyright infringement.
4.2 License to User Content. By submitting User Content to the Website or otherwise to SailPoint, you hereby grant SailPoint a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, transmit to other users, and display the User Content when operating the Website and for SailPoint’s internal business purposes, including improving, developing and modifying SailPoint’s products and services. You acknowledge that SailPoint is not responsible for any User Content you provide and that SailPoint may reject or delete such User Content in SailPoint’s sole discretion. SailPoint also assumes no responsibility for loss of information, howsoever such information is lost, including information which is permanently deleted either through the action of an employee or consultant or other who has access to the information, through failure of a computer network, or through any policy or directive of SailPoint for destruction of data.
5. COPYRIGHT INFRINGEMENT
5.1 General. In accordance with the Digital Millennium Copyright Act (“DMCA”), SailPoint has adopted the following policy toward copyright infringement. SailPoint reserves the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our customers or users and (2) remove and discontinue service to repeat offenders.
5.2 Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Website or any of SailPoint’s other services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to SailPoint’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
A. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
B. Identification of works or materials being infringed;
C. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
D. Contact information about the notifier including address, telephone number and, if available, email address;
E. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
F. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
5.3 Response to Infringement Notification. Upon receipt of a proper notice of copyright infringement, SailPoint reserves the right to:
A. remove or disable access to the infringing material;
B. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
C. terminate such content provider’s access to the Website or other services, as applicable, if he or she is a repeat offender.
5.4 Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
A. A physical or electronic signature of the content provider;
B. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
C. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
D. Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which SailPoint is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, SailPoint may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that SailPoint may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.
5.5 Designated Agent Contact Information. Please contact SailPoint’s Designated Agent at the following address:
SailPoint Technologies, Inc.
11120 Four Points Drive, Suite 100
Austin, TX 78726
6. Third Party Websites
SailPoint has the right at any time and without prior notice to terminate or suspend your access to the Website for any reason. SailPoint will attempt to provide notice where possible of any such action but reserves the right to do so without notice. SailPoint also reserves the right to bring legal action against you for any loss or damage that it may suffer as a result of your violation of the Terms.
You shall indemnify, defend and hold harmless SailPoint and each of its officers, directors, members, employees, agents, representatives, partners, and licensors (collectively, the “SailPoint Indemnitees”) from any and all third party claims, liability, damages and/or costs (including attorneys’ fees) arising from or related to (i) any User Content, (ii) your use of the Website, (iii) your violation of these Terms, or (iv) any infringement or misappropriation of any intellectual property right or other right of any person or entity by you. You agree to immediately notify SailPoint of any unauthorized use of your user account or any other breach of security known to you that may affect the security of the Website.
9. Disclaimers; Limitations on Liability; Time to File Claims
9.1 Warranty Disclaimers. SailPoint provides information through this Website. While SailPoint has undertaken efforts to provide accurate information, it is not comprehensive and SailPoint makes no commitment to update the information at any particular time, and the information on the Website may be out of date. All information, contents, or links on the Website may also be changed at any time without notice. As a result, the information may not be accurate, up to date or applicable to the circumstances of any particular case. Any decisions you make based on information contained in this Website are solely your responsibility.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SAILPOINT AND THE SAILPOINT INDEMNITEES DO NOT WARRANT THAT THE CONTENT OF THE WEBSITE IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR, OR INACCURACY IN THE WEBSITE SHALL BE TO REQUEST THAT SAILPOINT CORRECT THE MATTER OR, IF SAILPOINT FAILS TO DO SO, TO DISCONTINUE YOUR USE OF THE WEBSITE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE, OR FOR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SAILPOINT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SAILPOINT WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY INDEPENDENT CONTRACTOR PROVIDING THE SERVICES.
9.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAILPOINT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) ANY CONTENT OBTAINED FROM THE WEBSITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE. YOUR ONLY REMEDY AGAINST SAILPOINT OR THE SAILPOINT INDEMNITEES IN CONNECTION WITH ANY DAMAGES ARISING FROM THE FOREGOING IS TO STOP USING THE WEBSITE.
Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitations or exclusions may not apply to you. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest extent permitted by applicable law. Nothing in these Terms purports to limit liability or alter your rights as a consumer that cannot be excluded or waived under applicable law.
9.3 Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10. Controlling Law; Venue
These Terms and any action related to the access or use of the Website will be governed by the laws of the State of Texas without regard to or application of its conflict of law provisions or your state or country of residence. Except as otherwise set forth in the Arbitration Agreement above, the exclusive jurisdiction for all Disputes (defined above) that you and SailPoint are not required to arbitrate will be the state and federal courts located in Travis County, Texas. You and SailPoint each agree to waive any objection to jurisdiction and venue in such courts.
We reserve the right, in our sole discretion, to modify these Terms at any time. Modified Terms are effective as soon as they are posted. We also reserve the right to waive or modify any of these Terms as they apply to a specific posting or member without affecting the application of these Terms to all other postings and members. Your continued use of the Website, or any materials or services accessible through it, after modified Terms are posted means you accept the modifications.
If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. No waiver by SailPoint of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Nothing in these Terms is intended to or shall be deemed to create a joint venture of any kind or for any purpose. You and SailPoint shall be and remain independent contractors at all times. Neither party shall have any authority to, nor shall attempt to, bind or commit the other party for any purpose. The headings used in these Terms are for convenience only and have no legal meaning or effect. Unless the context clearly indicates to the contrary, in these Terms (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to these Terms as a whole and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.
Other than the SailPoint Indemnitees, no other person or entity will be third-party beneficiaries to the Terms.