Effective May 28, 2020
These terms and conditions (“Terms”) are a legal contract between you (either you as an individual or the entity or organization on whose behalf you are entering into these terms and conditions) and SailPoint Technologies, Inc. (together with its affiliates, “SailPoint”) for the access to and use of this website, www.sailpoint.com, which includes text, media, documentation, pictures and other content (collectively, the “Website”) and any other applications, services, content, and products offered by the Website (collectively, the “Services”).
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.
Your use of any other SailPoint services, including SailPoint’s Compass, Support Portal or Identity University websites, is governed by the separate agreements and/or terms applicable to those services (the “Separate Terms”). To the extent there is a conflict between the Separate Terms and these Terms, the Separate Terms shall apply.
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 THIS AGREEMENT, 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 Services, the Website or these Terms, or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Services (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.
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. 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 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 firstname.lastname@example.org 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@example.com or (2) by mail at 11120 Four Points Drive, Suite 100, Austin, TX 78726.
2. Information You Provide
3. Accessing the Website
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 an ordinary single use of the Website, (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 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, or (f) attacking the Website via a denial-of-service attack or a distributed denial-of-service attack.
By accessing the Website, you agree:
- You represent and warrant that you are legally entitled to enter into these Terms.
- You represent and warrant that you are at least 18 years old.
- You shall not allow any other person or entity to access or use your account.
- You shall comply with all state and local laws of each location in which you access the Website.
- You shall not use the Website for any illegal or unauthorized purpose.
- You acknowledge that, by accessing or using the Website, certain mobile carrier charges may apply, including SMS charges and data charges.
- You shall not transmit worms, viruses or any code of a destructive nature to SailPoint, other users, or the Website.
- You shall not abuse, harass, threaten, harm or impersonate other SailPoint users or employees of SailPoint or any of its partners, at any time or for any reason.
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.
4. User Content
For purposes of these Terms, “User Content” means any data, text, graphics, images, links, media or other content that you submit to SailPoint via the Website or email, including content you submit to SailPoint via SailPoint’s “Contact Us Today” form on the “Contact” page, or by emailing SailPoint.
- You represent and warrant that all User Content that you may post to the Website shall be 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 all User Content that you may post to the Website does not contravene any contract, agreement or other arrangement nor the laws of any applicable jurisdiction.
- You shall not post User Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libelous or defamatory, or any content that encourages unlawful conduct.
- You shall be solely responsible for keeping a duplicate copy of all User Content; SailPoint does not accept any responsibility or liability for the loss of your User Content.
- You shall have no right to access data or content of other users of the Website, unless such access is authorized by SailPoint.
5. Intellectual Property Rights
The copyrights and other intellectual property in the Website are owned by SailPoint, its independent contractors, and its licensors. This includes the words “SailPoint Technologies & Design,” “SailPoint,” “IdentityIQ,” “IdentityNow,” “SecurityIQ,” “IdentityAI,” “AccessIQ,” “Identity Cube,” and “Managing the Business of Identity” are the registered trademarks of SailPoint. Furthermore, “SailPoint Predictive Identity,” “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. In consideration of this authorization, you agree that (a) any copy of these documents which you make shall retain all copyright and other proprietary notices contained in such documents and (b) these Terms are included with any distribution. 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.
By submitting User Content to the Website or to SailPoint, you hereby grant SailPoint a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Content when operating the Website and for SailPoint’s internal business purposes. 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.
6. Third Party Websites
SailPoint has the right at any time and without prior notice to terminate or suspend your access to the Website or Services 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.
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
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.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SAILPOINT NOR THE SAILPOINT INDEMNITEES SHALL 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.
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.
11. Entire Agreement; No Third Party Beneficiaries
Except as set forth in the class action waiver provision above, 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. SailPoint may revise these Terms from time to time; the most current version will always be at www.sailpoint.com/legal/terms-of-use. By continuing to access or use the Website after those revisions become effective, you agree to be bound by the revised terms.
The headings used in these Terms are for convenience only and have no legal meaning or effect. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of these Terms clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular section or article in which such words appear. The word “or” will not be construed as exclusive.
Other than the SailPoint Indemnitees, no other person or company will be third party beneficiaries to the Terms.
12. Changes to Terms or Services
SailPoint has the right, at any time for any reason and without prior notice, to change these Terms. It will post changes on the Website and it is your responsibility to review these Terms to keep track of any modifications.