End User License AGREEMENT (EULA)

Last Updated: November 11, 2019

NOTICE TO END USER: PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE, AS APPLICABLE, ACCESSING OR USING THE SERVICE (“SERVICE”) OR DOWNLOADING, INSTALLING OR USING THE SOFTWARE (“SOFTWARE”) GOVERNED BY THIS EULA.

THIS EULA IS A LEGALLY BINDING AGREEMENT BETWEEN FORTRESS IDENTITY (“ADMINISTRATOR”) AND YOU, THE END USER OF THE SERVICE OR THE SOFTWARE (“USER”). BY ACCESSING AND/OR USING THE SERVICE OR DOWNLOADING, INSTALLING OR USING THE SOFTWARE, USERACKNOWLEDGES THAT USERHAS READ AND UNDERSTANDS THIS EULA AND THAT USER IS BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF USER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, THEN USER IS NOT AUTHORIZED TO ACCESS OR USE THE SERVICE OR DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND USERSHALL IMMEDIATELY CEASE ACCESSING AND USING THE SERVICE AND DOWNLOADING, INSTALLING OR USING THE SOFTWARE.

1. Right to Access and Use Service.

a. Subject to the terms of this EULA, Administrator grants to User, and User accepts a right to electronically access and use the Service from the desktop, laptop, tablet, or mobile device (each, a “User Device”) of User in accordance with this EULA (“Right to Access and Use”). User shall use the Service for User’s personal use only and shall not transfer the Right to Access and Use. The Service includes the documentation for the Service, which is located at https://fortress-identity.com/documentation/

b. The term of the Right to Access and Use is for the duration of User’s authorized use of the Service in accordance with this EULA, as determined by Administrator. Administrator may terminate the Right to Access and Use at any time and for any reason, without notice to User. The Right to Access and Use shall automatically terminate, without notice to User, if User fails to comply with any of the terms and conditions of this EULA. Upon termination of the Right to Access and Use, User shall immediately cease all access and use of the Service.

2. License to Download and Install Software.

a. Subject to the terms of this EULA, Administrator grants to User, and User accepts, a personal, limited, non-exclusive, nontransferable, and revocable right and license to download, install, and use the Software (in encrypted machine-executable object code form only) on the desktop, laptop, tablet, or mobile device (each, a “User Device”) of User in accordance with this EULA (“License”). The Software includes the documentation for the Software, which is located at https://fortress-identity.com/documentation/, as well as all patches, updates, upgrades, and new versions for or of the Software.

b. To use an upgrade or new version of the Software, User must first be licensed for the original Software, as eligible for the upgrade. After upgrading, User may no longer use the original Software that formed the basis for User’s upgrade eligibility. This EULA applies to upgrades and new versions of the Software unless Administrator provides other terms along with the upgrade or new version. In case of a conflict between the terms of this EULA and such other terms, the latter will prevail.

c. The term of the License is for the duration of User’s authorized use of the Software in accordance with this EULA, as determined by Administrator. Administrator may terminate the License at any time and for any reason, without notice to User. The License shall automatically terminate, without notice to User, if User fails to comply with any of the terms and conditions of this EULA. Upon the termination of the License, User shall immediately cease all use of the Software and permanently delete the Software, in all forms and versions, from all User Device(s).

3. Restrictions.

User shall not:

a. upload, post, e-mail, transmit, or otherwise make available on or through the Service or Software any content that (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (ii) is false, inaccurate, incomplete, untimely, or misleading; (iii) infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any person or entity; (iv) User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or (v) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Service or Software in a manner not permitted by this EULA or expressly authorized by Administrator;

b. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service or the Software;

c. impersonate any person or entity, including, but not limited to, an Administrator representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. download, install, copy, store, access, or use the Service or the Software, except as specifically set forth in this EULA, including, without limitation, downloading, installing, copying, storing, accessing, or using the Service or the Software on a desktop, laptop, tablet, or other mobile device or server or other network equipment other than on such User Device designated by User;

e. use the Documentation for any purpose other than for accessing and using the Service or downloading, installing or using the Software;

f. decrypt, disassemble, reverse engineer, or otherwise attempt to discover any source code or algorithm for the Service or the Software;

g. adapt, alter, merge, modify, or translate the Service or the Software;

h. interfere with or disrupt the Service or the Software or servers or networks connected to the Service or the Software, interfere with the use of the Service or the Software by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service or the Software;

i. attempt to gain unauthorized access to any part of the Service or the Software or any account, computer system, or network associated with either the Service or the Software, Administrator, or any other customer or supplier of Administrator;

j. remove or modify any proprietary or legal markings, legends, notices, or restrictions included in or with the Service or the Software as originally provided or made available by Administrator;

k. create derivative works based upon, or otherwise improve or extend features or functionalities of, the Service or the Software;

l. use, develop, distribute, or aid others in developing any service or software which is functionally similar to any part of the Service or the Software, and/or which infringes any intellectual property rights of Administrator or any customer or supplier of Administrator;

m. assign, lease, lend, rent, resell, sublicense or otherwise transfer any right related to the Service or the Software or use the Service or the Software for timesharing or service bureau purposes;

n. allow a third party to access or use the Service or download, install or use the Software or share access to the Service or the Software with an unauthorized person or entity;

o. use the Service or the Software to infringe or violate the rights of any other party or contribute to or encourage infringing or otherwise unlawful conduct;

p. collect or store personal information of other Users;

q. use the Service or the Software for any purposes prohibited by applicable law;

r. export or re-export the Service or the Software (i) into any U.S.-embargoed country, or (ii) to any person or entity on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List; or

s. use the Service or the Software for any situation where failure or fault of any kind of the Service or the Software could lead to death or serious bodily injury of any person, or to severe physical or environmental damage such as for aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices.

4. Intellectual Property Rights. THE SERVICE AND THE SOFTWARE ARE PROTECTED BY APPLICABLE COPYRIGHT LAWS. Neither the Service, nor the Software are being rented or sold. User acknowledges and agrees that Administrator and/or customers or suppliers of Administrator, as applicable, reserve and retain exclusive ownership of all copyrights, trademarks, patents, and/or other intellectual property rights in and to the Service, the Software and the Documentation. User is not granted any rights in the Service or the Software other than the specific Right to Access and Use and License, as applicable, expressly set forth in this EULA.

5. Third Party Data/Providers.

a. Administrator is not responsible for any data, links, content, or other information provided by third parties (“Third Party Data”) or for any action User may take relating thereto (including, but not limited to, modifying, distributing, or posting Third Party Data). All Third Party Data is the sole responsibility of the creator or sender of that Third Party Data. Although Administrator may choose to do so, Administrator is not obligated to monitor, supervise, store, or maintain Third-Party Data or respond to complaints relating to Third Party Data.

b. If legally permitted, then Administrator may access, use, and disclose any Third Party Data in order to protect Administrator’s rights or property, to protect other users of our Service or Software, or when Administrator believes release is appropriate to comply with the law, enforce Administrator’s policies and procedures, or protect Administrator’s or others’ rights, property, or safety.

6. DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS EULA, AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, ADMINISTRATOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS EULA, ADMINISTRATOR PROVIDES THE SERVICE AND SOFTWARE “AS IS” AND DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR USE OF THE SERVICE OR SOFTWARE OR THAT ANY SUCH INTERRUPTIONS OR ERRORS WILL BE CORRECTED. USER ACKNOWLEDGES AND AGREES THAT USER IS SOLELY RESPONSIBLE TO IMPLEMENT AND MAINTAIN APPROPRIATE SECURITY POLICIES, PROCEDURES, EQUIPMENT, SOFTWARE, AND SERVICES ON AND RELATING TO USER’S DEVICES, SOFTWARE, EQUIPMENT, AND NETWORK.

ADMINISTRATOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY PRODUCTS OR SERVICES WHICH USE THE SERVICE OR SOFTWARE OR WHICH USER USES THE SERVICE OR SOFTWARE TO RECEIVE AND/OR SEND DATA AND/OR OTHER INFORMATION FROM OR TO USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY A REPRESENTATIVE OF ADMINISTRATOR WILL CREATE A WARRANTY, EXPAND A WARRANTY, OR IN ANY WAY LIMIT THE DISCLAIMER OF WARRANTIES SET FORTH IN THIS EULA. User acknowledges and agrees that these disclaimer of warranties were specifically bargained for and are acceptable to User and that User’s willingness to agree to these disclaimer of warranties is material to Administrator’s decision to enter into this EULA. These disclaimer of warranties shall be enforceable to the maximum extent permitted by applicable law.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PROVIDED BY LAW, ADMINISTRATOR AND ADMINISTRATOR’S CUSTOMERS AND SUPPLIERS WILL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, OR LOSS OF PRIVACY, ARISING OUT OF OR RELATED TO THE SERVICE OR SOFTWARE OR OTHERWISE RELATED TO THIS EULA, WHETHER OR NOT ADMINISTRATOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER ACKNOWLEDGES AND AGREES THAT ADMINISTRATOR’S AND ADMINISTRATOR’S CUSTOMERS AND SUPPLIERSAGGREGATE LIABILITY TO USER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE SERVICE OR SOFTWARE OR OTHERWISE RELATED TO THIS EULA WILL NOT EXCEED THE FEES PAID BY USER TO ADMINISTRATOR PURSUANT TO THIS EULA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PROCEEDING THE EVENTS GIVING RISE TO THE CLAIM. User acknowledges and agrees that these limitations of liability were specifically bargained for and are acceptable to User and that User’s willingness to agree to these limitations of liability are material to Administrator’s decision to enter into this EULA. These limitations of liability shall be enforceable to the maximum extent permitted by applicable law.

8. Indemnity. User shall indemnify, defend and hold Administrator and Administrator’s customers and suppliers harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) arising from or in connection with User’s failure to comply with any term or condition of this EULA.

9. Confidentiality.

a. User acknowledges that by reason of the relationship created by this EULA, User may have access to certain non-public information of substantial value concerning Administrator’s business operations and/or technology and/or the business operations and/or technology of Administrator’s customers or suppliers (“Confidential Information”), which value would be impaired if such Confidential Information were disclosed to third parties or used other than for purposes expressly authorized hereunder. Without limiting the foregoing, but for avoidance of doubt, the terms of this EULA, and any performance, warranty and like information relating to the Service or the Software (by whomsoever generated or communicated) will be considered the Confidential Information of Administrator or Administrator’s customers or suppliers, as applicable. User agrees (i) to maintain all Confidential Information, in whatever form disclosed, in strict confidence, (ii) not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of Administrator or Administrator’s customers or suppliers, as applicable, and (iii) not to use the Confidential Information except as required in the performance of User’s obligations or the exercise of User’s rights under this EULA.

b. Upon the written request of Administrator or Administrator’s customers or suppliers, as applicable, or upon any expiration or termination of this EULA, for any reason whatsoever, User shall immediately return to Administrator or Administrator’s customers or suppliers, as applicable, or destroy all copies and partial copies of the Confidential Information, whether maintained in tangible, electronic or other form (including permanently erasing any portions thereof from computers and systems). User acknowledges that any breach of any of User’s obligations with respect to Confidential Information may cause or threaten irreparable harm to Administrator or Administrator’s customers or suppliers, as applicable. User agrees, that in such event, Administrator or Administrator’s customers or suppliers, as applicable, shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available to Administrator or Administrator’s customers or suppliers, as applicable, under law or in equity.

10. General. This EULA, the applicable privacy policy(ies) User agrees to, and the disclosure and consent for collection, use, and storage of personal information User agrees to represent the entire agreement between User and Administrator and supersede any prior or contemporaneous understandings or written or oral agreements between Administrator and User with respect to the subject matter of this EULA. This EULA may only be modified by a document executed by an authorized representative of Administrator. No other person is authorized to make any modifications, extensions, or additions to this EULA. User shall not assign this EULA or any right or obligation pursuant to this EULA without the prior, written consent of Administrator, which consent may be withheld at the sole discretion of Administrator. No waiver of a breach of this EULA by either Party shall be construed as a waiver of a similar or any other provision of this EULA. The invalidity or unenforceability of any provision of this EULA shall not affect the validity or enforceability of the remaining EULA or any other provision of this EULA. All of the terms and conditions of this EULA shall survive the earlier of the expiration or termination of this EULA.

11. Governing Law, Venue and Jurisdiction. This EULA is governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The exclusive jurisdiction and venue for any dispute, controversy or claim arising out of or in connection with this EULA shall be the state and federal courts in and for Miami-Dade County, Florida, and User and Administrator waive any right to object to such jurisdiction and venue for any reason including, without limitation, forum non conveniens.

12. WAIVER OF JURY TRIAL. ADMINISTRATOR AND USER WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS EULA. ADMINISTRATOR AND USER (I) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS EULA BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.