End User License Agreement for Saviynt Security Manager V4.4 and above for AWS

BY USING THE PRODUCTS (AS DEFINED BELOW) END USER AGREES TO THE TERMS OF THIS END USER LICENSE AND SERVICES AGREEMENT ("AGREEMENT") WITH SAVIYNT, INC. ("SAVIYNT"). IN THE EVENT THE INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATE OR OTHER PUBLIC OR PRIVATE ENTITY, END USER REFERS TO THAT ENTITY, AND SUCH INDIVIDUAL CERTIFIES THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF THE END USER.  IF END USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DISCONTINUE THE SET-UP OR DISCONTINUE USE OF THE PRODUCT.  IF THE TERMS OF THE AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.    

1. Definitions: The following capitalized terms shall have the meanings set forth below
a. "AWS" means Amazon Web Services.
b. "Confidential Information" means all information disclosed by one party ("disclosing party") to the other party ("receiving party"), before or after the date of this Agreement, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by the receiving party to the extent that it contains, reflects, or is derived from Confidential Information.  Confidential Information of Saviynt includes, without limitation, the Software and Documentation.  The terms and conditions of this Agreement are Confidential Information; however, the existence of this Agreement is not Confidential Information. 
c. "Delivery" shall mean, (i) in the case of Software, when the Software is made available to End User   and (ii) in the case of Subscription Services, when the Subscription Service has been provisioned and made available to End User to access.
d. "Documentation" means Saviynt's technical specifications that accompany and describe the installation, use and operation of a Product.
e. "End User" means the party that has purchased the Products for its own use.
f. "Licensed Volume" means the volume or other measurement of permitted use for the Software as purchased by End User through AWS. 
g. "Open Source Software" means third party software that Saviynt distributes with the Software pursuant to a license that requires, as a condition of use, modification and/or distribution of such software, that the software or other software combined and/or distributed with it be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
h. "Products" mean Software or Subscription Services, as the case may be.
i. "Software" means Saviynt's or its licensors' software (in object code format) or content, any updates or upgrades thereto provided to End User by Saviynt (directly or through AWS or another authorized reseller) and any Documentation pertaining thereto.  The term "Software" does not include Open Source Software.
j. "Services" mean Professional Services or Support, as the case may be.
k. "Subscription Services" includes content, updates and upgrades thereto, that may be made available to End User by Saviynt directly or through AWS or another authorized reseller.  
l. "Support" means the technical support and maintenance services for the Product and periodic bug fixes and updates to the Software that Saviynt may make generally available at an annual subscription cost to end users. 
m. "Professional Services" mean the installation, configuration, and training services that Saviynt may provide to an End User. 


2. Licenses and Restrictions:
a. Software.  Conditioned on the terms and conditions of this Agreement, Saviynt grants to Customer a non-exclusive, non-transferable license to use the Software in accordance with its Documentation only for End User's internal business purposes in the Licensed Volume and for the term licensed by End User.  

b. Subscription Services.  Upon submission of a completed Saviynt end user registration form, Saviynt grants End User a nonexclusive, nontransferable, nonsublicensable, revocable right to use and access certain Subscription Services in accordance with its Documentation and the terms of this Agreement only for End User's internal business purposes.  

c. Restrictions.  End User may not (and may not permit any third party to): (i) modify, incorporate or use in any other works, translate, reverse engineer (except to the limited extent applicable statutory law expressly prohibits reverse engineering restrictions), decompile, disassemble, otherwise attempt to derive source code from or create derivative works based on the Products; (ii) make unauthorized copies of the Products; (iii) disclose, distribute, transfer or market the Products to third parties; (iv) remove or modify any proprietary notices, labels or marks on or in any copy of the Products; (v) distribute, sell, sublicense, rent, lease or use the Products (or any portion thereof) for time sharing, hosting, service provider or other computer services to third parties or otherwise make the functionality of the Software available to third parties; (vi) publicly disseminate performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Products; (vii) access the database or any other third party product that is embedded in the Software with applications other than the Software; or (viii) use the Products other than as permitted herein.
d. Open Source Software.   Open Source Software is copyrighted and licensed under the GPL/LGPL and other licenses.  Copies of or references to those licenses are included with Software in the "Help" section.  If delivery of source code is required by the applicable license, End User may obtain the complete corresponding Open Source Software source code for a period of three years after Saviynt's last shipment of the Software, by sending a request to Saviynt Legal Department at the address set forth at the end of this Agreement. 

3. Support and Subscription Services:
Upon completing Saviynt end user registration formalities, Saviynt will provide certain Subscription Services and its Standard level of Support in accordance with the terms in its then-current Customer Support Guide.  End User may purchase higher levels of Support and Subscription Services from Saviynt or an authorized reseller and, provided End User has an active and fully paid contract for such Support and Subscription Services, Saviynt will provide such Support and Subscription Services under the terms of its then-current Customer Support Guide.  

4. Professional Services:
Professional Services, if any, to be provided by Saviynt to an End User will be subject to a separate statement of work ("SOW") agreed to by Saviynt and Saviynt's standard Professional Services terms then in effect.


5. Other Services. Upon End User's request, Saviynt will provide other services pursuant to a mutually agreed upon Statement of Work ("SOW"), which must be governed by the mutually agreed upon Master Services Agreement between the End User and Saviynt.

6. Fees:

For orders placed with AWS, all payment terms shall be governed by the AWS terms of use and no refunds shall be available from Saviynt. Any fees payable to Saviynt are non-refundable and payable in US Dollars. End User shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against End User, except for taxes based on Saviynt's income. Should End User be required under any law or regulation of any governmental entity or authority outside of the United States, to withhold or deduct any portion of the payments due to Saviynt, then End User shall increase the sum payable to Saviynt by the amount necessary to yield to Saviynt an amount equal to the sum it would have received had no withholdings or deductions been made.  Fees shall be invoiced at the time of the initial order and in advance of each renewal period. All payments from End User to Saviynt are due net thirty (30) days after the date of invoice. If End User's account for Subscription Services or Support is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Saviynt reserves the right to suspend such services to End User, without liability to End User, until such amounts are paid in full.  Saviynt shall have the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit of End User's records to confirm End User's use of Products is in compliance with this Agreement.  End User shall provide reasonable cooperation with any such audit.  

7. Confidentiality: 
a. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  Confidential Information includes, without limitation, the Products, their performance (including any benchmarking information) and Saviynt's pricing for direct sales of its Products and Services.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

b. The Receiving Party agrees that it will (i) use Confidential Information for the sole purpose of exercising its rights and performing its obligations under this Agreement, (ii) divulge Confidential Information only to those of its employees, directors, contractors, independent consultants and agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement, and (iii) not disclose any Confidential Information to any third party. The Receiving Party shall notify and cooperate with the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party.  The Receiving Party may disclose Confidential Information to comply with an order from a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, provided such party, to the extent permitted by law and as soon as reasonably practicable under the circumstances, informs the Disclosing Party and allows the Disclosing Party the opportunity to object to the disclosure order or to take action to preserve the confidentiality of the information.  The Receiving Party shall cooperate with the Disclosing Party in such party's reasonable efforts to limit the disclosure of the information.  End User acknowledges, understands and agrees that Saviynt may, as part of its provision of the Product and/or Services to End User, collect, store and use information obtained from End User, including, but not limited to, information about End User's users and customers ("Information") for the purposes of the provision of the Product, Services and other services to End User and may use such information for analysis and improvement of Saviynt's products and services.  End User represents and warrants that it has all rights and permissions necessary to transfer such Information and grant Saviynt access to such Information as contemplated herein.    

c. Upon termination of this Agreement for any or no reason, the Receiving Party shall (i) immediately cease all use of the Disclosing Party's Confidential Information, (ii) upon request from the Disclosing Party, either promptly destroy all Confidential Information of the Disclosing Party or return all Confidential Information of the Disclosing Party.  Notwithstanding the foregoing, both parties agree that the Receiving Party may retain copies of the Confidential Information that are necessary for (i) satisfying legal or regulatory requirements; and (ii) archiving consistent with good business practices, provided that the Receiving Party's obligations of confidentiality and restricted use under this Agreement shall continue with respect to such retained copies.

d. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

8. Proprietary Rights: Indemnity:
a. All title and intellectual property rights in and to the Products are owned exclusively by Saviynt and its partners and suppliers.  Other than as expressly set forth in this Agreement, no license or other rights in or to the Products or intellectual property rights thereto are granted to End User, and all such licenses and rights are hereby expressly reserved.  Any ideas, suggestions, modifications and the like made by End User with respect to a Product will be the property of Saviynt regardless of whether Saviynt chooses to exercise its rights to incorporate such ideas, suggestions or modifications into the Product.

b. Subject to the remainder of this Section 7.b, Saviynt will indemnify End User from any Liability (as defined below) to a third party resulting from infringement of a U.S. patent or any copyright, or misappropriation of any third party trade secrets by the Product as delivered ("Infringement Claim"); provided that End User (1) promptly notifies Saviynt of any and all threats, claims and proceedings of such Infringement Claim, (2) gives reasonable assistance in response to Saviynt's request for assistance, and (3) grants Saviynt sole control over defense and settlement thereof. For purposes of this section "Liability" means the resulting costs (including reasonable attorneys' fees) and damages awarded against End User to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed in settlement.  The foregoing obligations do not apply with respect to Products or portions or components thereof, (i) that are modified after delivery by Saviynt, (ii) combined with other products, processes or materials, where the alleged infringement relates to such combination, (iii) where End User continues allegedly infringing activity after being notified thereof, or (iv) where End User's use of such Product is not strictly in accordance with this Agreement.  In the event that Products are held to or believed by Saviynt to infringe, Saviynt at its discretion, will have the option to (A) modify the allegedly infringing Products to be non-infringing, (B) obtain for End User a license to continue using the Products, or (C) request the return of the Product and upon receipt thereof terminate this Agreement as to the infringing Product and refund to End User the unused portion of the fees paid for such infringing Subscription Services or a pro rata portion of fees paid for such infringing Software, depreciated on a straight-line basis over a three (3) year period.  End User will defend, indemnify and hold Saviynt harmless against any claims, damages settlements and expenses (including attorneys' fees) excluded from Saviynt's indemnity obligations in (i) - (iv) above.  THIS SECTION SETS FORTH SAVIYNT'S SOLE OBLIGATION AND END USER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A VIOLATION OF THIRD PARTY RIGHTS.

9. Warranty and Disclaimer:
a. Saviynt warrants that during the sixty (60) day period commencing on the date of first Delivery, the Software will perform substantially in accordance with its Documentation.  In the event of a breach of the foregoing warranty, as End User's sole and exclusive remedy, Saviynt shall, at its sole expense, use reasonable efforts to modify the Software, so that it performs substantially in accordance with its Documentation.  The foregoing warranty extends only to the original purchaser and will not apply to the misuse of the Software.  The rights and remedies granted End User under this Section state Saviynt's entire liability, and End User's exclusive remedy, with respect to any breach of the warranty set forth in this Section 8(a).

b. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a), THE PRODUCTS OR SERVICES ARE PROVIDED "AS-IS' AND SAVIYNT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SAVIYNT, ITS PARTNERS AND SUPPLIERS MAKE NO WARRANTY THAT USE OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR DEFECT-FREE, OR AVAILABLE AT ALL TIMES. SAVIYNT HEREBY SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS PARTNERS AND SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

10. Limitations of Liability:
IN NO EVENT WILL END USER'S OR SAVIYNT'S (AND ITS PARTNERS' OR SUPPLIERS') LIABILITY FOR DIRECT DAMAGES HEREUNDER EXCEED THE TOTAL VALUE OF AMOUNTS TO BE PAID BY END USER FOR THE PRODUCT OR SERVICE AT ISSUE.  IN NO EVENT SHALL END USER OR SAVIYNT (OR ITS PARTNERS' OR SUPPLIERS') HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA OR USE, INTERRUPTION OF THE SERVICES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE FOREGOING LIMITATIONS SHALL NOT APPLY TO END USER WITH RESPECT TO ANY CLAIMS ARISING UNDER SECTION 2 (LICENSES AND RESTRICTIONS), OR TO EITHER PARTY UNDER SECTION 6 (CONFIDENTIALITY).

11. Term and Termination: 
a. The term of this Agreement will commence upon Delivery of the Products to End User and will continue in effect for such time as End User continues to have the right to access the Products.  Support purchased directly from Saviynt will automatically renew at the end of the applicable Support term unless either party gives the other at least thirty (30) days' notice of non-renewal prior to the end of the then current term.

b. Either party may terminate this Agreement due to a material breach of this Agreement by the other party if such material breach remains uncured for a period of thirty (30) days following receipt of written notice by the breaching party.  

c. Upon the earlier of expiration of End User's rights or termination of the Agreement, Saviynt will cease providing Subscription Services, Support and Professional Services, and each party shall promptly return or destroy the other party's Confidential Information in accordance with Section 6 above. Termination shall not relieve End User of the obligation to pay any fees accrued or payable to Saviynt prior to the effective date of expiration or termination. The following sections shall survive termination of this Agreement: Sections 2(c), 2(d), 2(e), 5 -11, and 14.

12. Compliance with Laws; Export.  End User acknowledges that the Software contains encryption technology that is subject to export restrictions by the U.S. government and import restrictions by certain other governments.  End User will not and will not allow any third-party to remove or export from the U.S. or allow the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan or Syria (to the extent the U.S. government or any agency thereof restricts export or re-export to such countries); (ii) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or foreign agency or authority.  End User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.  The Software is restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government.  End User agrees to indemnify and hold Saviynt, its partners and suppliers harmless against any claims, losses or expenses arising out of End User's breach of this Section 11.

13. Force Majeure.  Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, government order, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

14. Evaluation:
a. Evaluation Product.   If End User is evaluating a Product and its related Documentation on a temporary basis for non-commercial use in a non-production environment ("Evaluation Product"), conditioned on End User's compliance with the terms and conditions of this Agreement, Saviynt grants to End User during the Evaluation Period (as defined below), a nonsublicensable, nontransferable, nonassignable and nonexclusive, revocable license to use the Evaluation Product, solely for End User's internal evaluation of the Evaluation Product.  End User may only grant access to the Evaluation Product to employees, contractors, agents or consultants who are bound to confidentiality and non-use obligations no less protective of Saviynt's proprietary rights than this Agreement.  Notwithstanding anything to the contrary as stated in this Agreement, all worldwide right, title and interest to the Evaluation Product, and all intellectual property rights in and to them, are and will remain the exclusive property of Saviynt.  

b. Evaluation Period.  Unless otherwise agreed to by the parties in writing or terminated earlier in accordance with this Agreement, an evaluation shall commence upon delivery of the Evaluation Product and continue for thirty (30) days thereafter ("Evaluation Period").  Upon the expiration or termination of the Evaluation Period, (i) all licenses granted under this Section 13 for such evaluation will cease.

c. Additional Evaluation Terms.  Notwithstanding anything to the contrary as contained in this Agreement, End User acknowledges and agrees that the Evaluation Product is provided for evaluation "AS-IS" and Saviynt and its suppliers make no representations or warranties of any kind, express or implied, with respect to the Evaluation Product, including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose, informational content, system integration, enjoyment, non-infringement or any other warranties arising out of course of dealing, usage or trade, and no obligation under Section 7.b (Indemnity) shall arise with respect to an Evaluation Product.

15. Miscellaneous Provisions.  The parties are independent contractors under this Agreement and nothing in this Agreement authorizes a party to act as an agent of the other or bind the other to any transaction or agreement.  This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign or transfer this Agreement in whole or in part by operation of law or otherwise, without the other party's prior written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.  Notwithstanding the foregoing, however, Saviynt may assign this Agreement without consent to the acquiring or surviving entity in a merger or acquisition in which Saviynt is the acquired entity (whether by merger, reorganization, acquisition or sale of stock) or to the purchaser of all or substantially all of Saviynt's assets.  Saviynt's licensors are intended third party beneficiaries of this Agreement.  In the event any provision of this Agreement shall be determined to be invalid or unenforceable under law, all other provisions of this Agreement shall continue in full force and effect.  Except as specifically provided in this Agreement, the exercise by either party of any rights and remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written between the parties with respect to said subject matter. This Agreement may be modified or waived only in a written instrument signed by both parties. A waiver of any breach under this Agreement shall not constitute a waiver or any other breach or future breaches.  Notwithstanding the foregoing, if a separate, written and mutually signed agreement for the acquisition of the Products and/or Services exists between End User and Saviynt, the terms of that written agreement (excluding any pre-printed terms of any purchase order, confirmation or similar document, all of which will have no effect and will not be considered agreed to by Saviynt) shall take precedence over this Agreement.  For Software licensed through AWS, with respect to any clickthrough agreement contained in the Software, this Agreement shall be deemed to be such a mutually signed agreement and shall supersede such clickthrough agreement.  All notices, requests, demands and other communications hereunder shall be in writing to the address set forth below for Saviynt and on the applicable order or registration form for End User and shall be deemed to have been duly given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) two (2) days after it is sent if by overnight delivery by a major commercial delivery service.  This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for resolution of any disputes arising out or relating to this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement in any manner whatsoever.  

Saviynt, Inc.
5777 W Century Blvd, Suite 370
Los Angeles, CA 90045 USA