Developer Portal Terms
Date of Last Revision: September [•], 2021
Developer Portal Terms (“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 SailPoint’s developer portal and engagement tools, including:
• SailPoint’s Developer Portal, located at developer.sailpoint.com;
• SailPoint’s Developer Ideas Portal, located at developer-sailpoint.ideas.aha.io;
• SailPoint’s Developer Discussion Forum, located at developer.sailpoint.com/discuss/; and
• Any other SailPoint portal, website, product or tool that links to these Terms.

The foregoing developer portal and engagement tools, including all forums, training programs, media, documentation, pictures and other content included therein, are referred to collectively as the “Developer Portal.”
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.
These Terms are in addition to any terms or agreements (including any such terms or agreements related to software licenses, software-as-a-service subscriptions, APIs or other connectors used by you in your capacity as a customer, evaluation or trial use of products, non-disclosure, or alliance partnerships) you have in place with SailPoint (“Other Binding Agreements”). Without limiting the generality of the foregoing, your use of the SailPoint Solutions (as defined herein) is governed by the Other Binding Agreements applicable to those services. In addition, your use of SailPoint’s Website is subject to SailPoint’s Website Terms of Use, and your use of SailPoint’s community, support and engagement tools, if applicable, is subject to SailPoint’s Community Program Terms.
BY ACCESSING OR USING THE DEVELOPER PORTAL, INCLUDING ANY DEVELOPER TOOLS, DISCUSSION FORUM OR DOCUMENTATION LOCATED WITHIN THE DEVELOPER PORTAL, YOU HEREBY CERTIFY THAT YOU ARE EITHER AN EMPLOYEE OR AUTHORIZED REPRESENTATIVE OF A CURRENT OR PROSPECTIVE CUSTOMER OR PARTNER OF SAILPOINT. IT IS FORBIDDEN TO SHARE ANY OF THE MATERIALS ON THE DEVELOPER PORTAL WITH PARTIES OUTSIDE OF YOUR ORGANIZATION. BY ACCESSING OR USING THE DEVELOPER PORTAL, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, INDEMNITY AND LIMITATION OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE DEVELOPER PORTAL, AND PLEASE EXIT THE DEVELOPER PORTAL NOW.

  1. DEFINITIONS
    “Deploy” means to make an Integrated Partner Solution available to a Subscriber for internal use by such Subscriber.
    “Discussion Forum” means the discussion forum embedded within the Developer Portal.
    “Documentation” means the documentation regarding the Integration Tools, which is made available by SailPoint through the Developer Portal.
    “Integrated Partner Solution” means the software products and services, or cloud offerings, including documentation, which utilize or interact with the Integration Tools or otherwise interact with the SailPoint Solutions.
    “Integration Tools” means tools that are made available by SailPoint from time to time, either through the Developer Portal or otherwise, including through any third-party repository, which such tools are provided by SailPoint to enable you to develop an Integrated Partner Solution. Integration Tools includes client libraries, software development kits, and example applications.
    “Intellectual Property Rights” means all intellectual, industrial or proprietary rights of any jurisdiction, including patents, copyrights, trademarks, domain names, and rights in trade secrets and know-how.
    “SailPoint Solutions” means the SailPoint software products and services, including its cloud offerings and on-premises offerings.
    “Subscriber” means an individual or organization that has subscribed to, licensed or otherwise procured the right to use SailPoint Solutions.
    “User” an end user of the Integrated Partner Solution.

  2. PURPOSE AND LICENSE
    2.1 These Terms and the Documentation govern your rights to use and access the Integration Tools. If applicable, your use of the SailPoint Solutions may also be subject to Other Binding Agreements. In the event these Terms or the Documentation conflicts with any Other Binding Agreements, these Terms shall supersede to the extent of such conflict; provided, however, that (a) if you are a Subscriber and have entered into a Data Processing Addendum with SailPoint, the terms and conditions of the Data Processing Addendum will, if applicable, supersede these Terms solely with respect to SailPoint’s processing of Inbound Data (as defined in Section 5.4) and (b) if you are party to any Other Binding Agreement containing confidentiality or non-disclosure terms, the confidentiality and non-disclosure terms of such Other Binding Agreement will, if applicable, supersede Section 13 of these Terms and apply to all proprietary or confidential information of SailPoint made available to you through the Developer Portal.
    2.2 Subject to these Terms, including the restrictions set forth in Section 3, SailPoint grants you a non-exclusive, non-transferable, non-sublicensable license to (a) use the Integration Tools to develop functionality within one or more Partner Solutions so that it/they may interoperate with one or more SailPoint Solutions; (b) test and demonstrate interoperability between one or more Integrated Partner Solutions and one or more SailPoint Solutions; and (c) Deploy the Integrated Partner Solutions.
    2.3 SailPoint shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the SailPoint Services and/or the Integration Tools any suggestions, enhancement requests, recommendations or other feedback you provide to SailPoint (collectively, “Feedback”).

  3. RESTRICTIONS AND RESPONSIBILITIES
    3.1 General Restrictions. You will not, and you will not facilitate or enable others to:

  4. Distribute or otherwise allow access to the SailPoint Solutions from any source other than the Integrated Partner Solution;

  5. Enable or permit the disclosure of SailPoint’s Confidential Information or Intellectual Property Rights (each as defined herein) other than as authorized under these Terms or any Other Binding Agreement;

  6. Use the Developer Portal, including the Discussion Forum or any Integration Tools, with the intent to design, build, promote or commercialize any service competitive with the SailPoint Solutions;

  7. Collect, use and/or otherwise process personal information of any User except as necessary to enable the disclosed and intended functionality of the Integrated Partner Solutions and/or SailPoint Solutions;

  8. Modify, decompile, reverse engineer or otherwise alter the Integration Tools or SailPoint Solutions;

  9. Defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the SailPoint Solutions or the Integration Tools;

  10. Use the Integration Tools in such a way to circumvent any licensing restrictions that may be applicable to the SailPoint Services;

  11. Use the Integration Tools in any manner that does or could potentially undermine the security of the SailPoint Solutions, the Integration Tools or any other data or information stored or transmitted using the SailPoint Services; or

  12. Use the Integration Tools in order to monitor the availability, performance, or functionality of any of any Integration Tool or SailPoint Service or for any similar benchmarking purposes.
    3.2 Discussion Forum Restrictions.

  13. You shall be solely responsible for all activity associated with your account, including any data, text, links, media or other content that you post on the Discussion Forum (collectively, the “User Content”).

  14. You represent and warrant that all User Content that you may post to the Discussion Forum 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.

  15. You represent and warrant that all User Content that you may post to the Discussion Forum does not contain any defamatory statements or contravene any contract, agreement or other arrangement nor the laws, rules or regulations of any applicable jurisdiction.

  16. You shall not engage in any spamming or excessive posting, or submit content that is disruptive, off-topic, deliberately intended to have a negative impact on the Discussion Forum or otherwise interfere with the ability of others to enjoy or comfortably use the Discussion Forum.

  17. You shall not post 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 SailPoint or others regarding the origin of posted content.

  18. You shall not have a screen name that attempts to impersonate another person, including, any Discussion Forum user, moderator, public figure, or SailPoint employee.

  19. You shall not use the Discussion Forum to promote competing sites or services.

  20. You shall not post unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid or multi-level marketing schemes, or use automated means, including spiders, robots, crawlers, data-mining tools, to download data from the Discussion Forum.

  21. You shall not obtain email addresses of community members with the intent to contact members of this community directly to promote your business or services without express consent and approval of the members you are contacting.

  22. You shall have no right to access data or content of other users of the Discussion Forum, unless such access is authorized by SailPoint.

  23. You consent to SailPoint sharing the existence of your Discussion Forum user account with the Subscriber employing you.
    3.3 Remedies. The licenses granted in Section 2 of these Terms are conditioned on your adherence to the restrictions in this Section 3. You must comply with all restrictions set forth in these Terms, the Documentation and, if applicable, the Other Binding Agreements. If SailPoint believes, in its sole discretion, that you have violated or attempted to violate any term, condition or the spirit of these Terms, the licenses granted to you under these Terms may be temporarily or permanently revoked, with or without notice.
    3.4 Competitive Activities. Without limiting the restrictions set forth in Section 3.1, the Integrated Partner Solutions shall not substantially replicate products or services offered by SailPoint. Subject to the preceding sentence and the parties’ other rights and obligations under these Terms, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications.
    3.5 Responsibilities. You are solely responsible for the development, Deployment, support and maintenance of Integrated Partner Solutions. Without limiting the foregoing, you are solely responsible for (a) the technical installation and operation of the Integrated Partner Solutions; (b) creating and displaying information and content on, through or within the Integrated Partner Solutions, including the accuracy of any information transmitted or displayed on or through the Integrated Partner Solutions; (c) ensuring that the Integrated Partner Solutions do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that the Integrated Partner Solutions are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that the Integrated Partner Solutions do not contain or cause the introduction of computer viruses or other malicious code into a Subscriber’s software or information technology systems; (f) ensuring that the Integrated Partner Solutions are not designed to or utilized for the purpose of “spamming” any Subscribers or otherwise engaging in any unlawful direct marketing practices; and (g) ensuring that the Integrated Partner Solutions do not violate any applicable law or third party right.
    3.6 Call Limit Restrictions. SailPoint reserves the right to limit the number of periodic “calls” you are allowed to process through the Integration Tools. SailPoint may temporarily suspend your access to the Integration Tools or Developer Portal if you exceed such limits. Attempts to circumvent such limits may result in termination of these Terms, suspension, limitation or termination of your license to use the Integration Tools, termination of your access to the Developer Portal, and/or reduction of your access to all or some Integration Tools.

  24. DISCUSSION FORUM
    4.1 License to User Content. By submitting User Content to the Discussion Forum, you hereby grant SailPoint and its service providers 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 Discussion Forum and for SailPoint’s internal business practices, including improving, developing and modifying the SailPoint Solutions. 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.
    4.2 Moderation. SailPoint may, from time to time, designate moderators to monitor the Discussion Forum (“Moderators”). Moderators are limited in their ability to monitor all posts and contributions made to the Discussion Forum and therefore rely on users to identify and report content or conduct that is in contravention of these Terms. Moderators have the right, but not the obligation, to edit or remove content and postings at their discretion, either because there has been a violation of these Terms or for any other purpose. All actions taken or not taken by the Moderators are in the sole discretion of the Moderators, and the Moderators have no obligation to respond to any complaints or requests submitted by users of the Discussion Forum. Moderators may communicate with you personally concerning your participation in the Discussion Forum or related matters. Those communications are not intended to be made public, and you agree not to post or otherwise disseminate those communications within the Discussion Forum or elsewhere, on the Internet or otherwise.
    4.3 User Behavior. All users of the Discussion Forum are expected to use the Discussion Forum in a manner that enables a useful exchange of information and ideas and to comply with general standards of etiquette and courtesy applicable to any public discourse. In particular:

  25. Do not post any personal or identifying information about another person, including addresses, email addresses, contact information, or phone numbers, and use care in posting your personal or identifying information;

  26. Maintain courtesy and follow good posting etiquette and do not post in ALL CAPS, HTML tags, or with excessive typographic symbols;

  27. The Discussion Forum should not be used to report a SailPoint customer service issue, and any posts complaining about an individual SailPoint customer service issue are subject to removal; and

  28. Do not engage in disruptive, antisocial or destructive acts, including “flaming,” “flooding,” “spamming,” “griefing” and “trolling,” as those terms are commonly understood.
    SailPoint and the Moderators reserve the right to remove any posts for any or no reason, including any posts that violate any provision of these Terms, as determined in SailPoint’s or such Moderator’s sole discretion. In addition, your membership in, and access to, the Discussion Forum may be immediately suspended or terminated without explanation or prior notice at any time.
    4.4. Privacy. In addition to these Terms, your use of the Discussion Forum is governed by SailPoint’s Privacy Policy. You agree that SailPoint’s collection, use, and sharing of: (a) any personal information will be as set forth in the Privacy Policy, which may be amended by SailPoint from time to time in accordance with its terms and (b) any information other than personal information shall not be restricted by the terms of the Privacy Policy. The Privacy Policy and any posted terms or guidelines or legal disclaimers on the Discussion Forum are hereby incorporated by reference into these Terms.

4.5. Shared User Content. Any User Content posted by you is posted at your own risk and can be obtained and used by others. Do not reveal information that you do not want to make public.

  1. DATA USAGE
    5.1 Outbound Data Restrictions. SailPoint takes its privacy and data protection obligations seriously. If any personal data that originates within the SailPoint Solutions will be accessed by or through an Integration Partner Solution (such data, “Outbound Data”), you agree that you will not and you will not facilitate or enable others to:
  2. Collect, store, or use Outbound Data without obtaining proper consent from the applicable Subscriber;
  3. Sell or rent Outbound Data to third parties under any circumstances;
  4. Use Outbound Data to send or enable sending of unsolicited communications of any type to Users; or
  5. Otherwise exploit Outbound Data in a way not disclosed to, or permitted by, the applicable Subscriber.
    5.2 Outbound Data Obligations. With respect to Outbound Data that is accessed by or through an Integration Partner Solution, you further agree to the following obligations:
  6. Such access of Outbound Data will comply with all applicable laws, rules and regulations;
  7. You will comply with all requests for deletion, access or other requests to exercise subject access rights relating to Outbound Data that may be available under applicable laws, rules or regulations and will promptly notify SailPoint of your receipt of any such request;
  8. You shall maintain and handle all Outbound Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Outbound Data;
  9. If you are not the Subscriber, you will notify the applicable Subscriber that such Outbound Data will be transmitted outside the SailPoint Solutions and that SailPoint is not responsible for the privacy, security or integrity of such Outbound Data once it is transferred outside of the SailPoint Solutions; and
  10. You will maintain a publicly available privacy policy that complies with all applicable laws, rules and regulations and will, at all times, abide by the terms of such privacy policy.
    5.3 SOLE RESPONSIBILITY. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUTBOUND DATA, INCLUDING ENSURING THAT YOU HAVE REQUISITE CONSENTS AND PERMISSIONS TO USE THE OUTBOUND DATA IN CONNECTION WITH THE INTEGRATION PARTNER SOLUTIONS.
    5.4 Inbound Data Obligations. With respect to any data that originates within an Integrated Partner Solution and is transferred to, or otherwise made accessible by, the SailPoint Solutions (such data, “Inbound Data”), you are solely responsible for providing to, and obtaining from, the applicable Subscriber all necessary consents and notices for SailPoint and the SailPoint Solutions to use the Inbound Data in connection with the Integrated Partner Solution and the SailPoint Solutions. Without limiting the foregoing, you agree to the following obligations with respect to Inbound Data:
  11. The provision of such Inbound Data to SailPoint for use in connection with the Integrated Partner Solution and SailPoint Solutions will not violate any applicable laws, rules or regulations;
  12. You will comply with all requests for deletion, access or other requests to exercise subject access rights relating to Inbound Data that may be available under applicable laws, rules or regulations and will promptly notify SailPoint of your receipt of any such request;
  13. If you are not the Subscriber, you will notify the applicable Subscriber that such Inbound Data will be transmitted outside the Integrated Partner Solution to the SailPoint Solution; and
  14. You will maintain a publicly available privacy policy that complies with all applicable laws, rules and regulations and will, at all times, abide by the terms of such privacy policy.
    5.5 Data Processing. With respect to Inbound Data, SailPoint’s use of any such Inbound Data may be subject to a Data Processing Addendum entered into between SailPoint and the applicable Subscriber. Notwithstanding anything in these Terms to the contrary, the terms of any such Data Processing Addendum will, if applicable, supersede these Terms with respect to SailPoint’s processing of Inbound Data.
  15. REPRESENTATIONS, WARRANTIES AND COVENANTS
    You represent, warrant and covenant that (a) the Integrated Partner Solutions, and the use of such Integrated Partner Solutions by Users, and the manner in which such Integrated Partner Solutions interact with the SailPoint Solutions, do not and will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third-party; (b) you will comply with all applicable laws, rules and regulations and maintain all licenses, permits and other permissions necessary to develop and Deploy the Integrated Partner Solutions; and (c) the Integrated Partner Solutions do not and will not contain or cause the introduction of computer viruses or other malicious code into SailPoint’s or any Subscriber’s software or other information technology systems.
  16. SERVICE PROVIDERS AND USERS
    7.1 Service Providers. You may work with service providers to assist in developing or Deploying an Integrated Partner Solution but only if such service provider is contractually obligated to comply with the same obligations imposed on you under these Terms. You acknowledge and agree that any act or omission by your service provider(s) which, if attributable to you, would constitute a breach these Terms will be deemed a breach by you.
    7.2 Users. You may enable Users to leverage the Integration Tools solely as necessary to use the Integrated Partner Solution but only if such Users are contractually obligated to comply with terms of use no less restrictive than those imposed on you under these Terms. You acknowledge and agree that any act or omission by Users which, if attributable to you, would constitute a breach these Terms will be deemed a breach by you.
  17. DEVELOPER IDEAS PORTAL
    SailPoint welcomes your feature requests and other ideas, which you can post in the Developer Ideas Portal, located at located at developer-sailpoint.ideas.aha.io. By submitting an idea, and in consideration or your right to use the Developer Ideas Portal, you agree to the following:
  18. You represent and warrant that you own or otherwise possess all Intellectual Property Rights and other rights necessary to allow you to post your idea to the Developer Ideas Portal and for SailPoint to use your idea for potential product development purposes.
  19. SailPoint may, in its sole discretion, elect to develop, distribute or otherwise make available products, services or applications that incorporate your idea, and you agree not to make any claims against SailPoint or anyone using a product or service distributed or otherwise made available related to the development and offering of such products, services or applications.
  20. You acknowledge that any ideas submitted by you in the Developer Ideas Portal are Feedback and subject to the license set forth in Section 2.3 of these Terms.
  21. Nothing posted in the Developer Ideas Portal constitutes a promise or undertaking by SailPoint to adopt, or refrain from adopting, any feature request or course of action regarding any feature request and that any reliance upon such postings is solely at your own risk.
  22. Any unreleased services or features discussed in the Developer Ideas Portal or otherwise in the Community Program are not currently available and may not be delivered on time or at all. If you purchase SailPoint Solutions, you should make the purchase decisions based upon features that are currently available.
  23. MODIFICATIONS
    You acknowledge and agree that SailPoint may modify these Terms, the Developer Portal, the Integration Tools and the Documentation from time to time (each, a “Modification”). You will be notified of a Modification through notifications or posts on the Discussion Forum. You further acknowledge and agree that such Modifications may be implemented at any time and without any notice to you. You acknowledge that a Modification may have an adverse effect on the Integrated Partner Solutions, including changing the manner in which the Integrated Partner Solutions communicate with the Integration Tools, display or transmit Outbound Data and receive or process Inbound Data. SailPoint shall have no liability of any kind to you or any User with respect to such Modifications or any adverse effects or loss of functionality resulting from such Modifications. Your continued access to or use of the Developer Portal or the Integration Tools following introduction of a Modification shall constitute binding acceptance of such Modification.
  24. OWNERSHIP
    As between SailPoint and you, except for the limited licenses granted by these Terms: (a) SailPoint retains all right, title and interest in and to all Intellectual Property Rights embodied in, or associated with, the SailPoint Services, Integration Tools, Documentation, and any technology or content created or derived therefrom and (b) you retain all right, title and interest in and to all Intellectual Property Rights embodied in or associated with the Integrated Partner Solutions, excluding the aforementioned rights in Section 10(a) above. Without limiting the foregoing, SailPoint retains all right, title and interest in all software, training material, guides, and any other SailPoint generated material. In addition, 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, and the phrases “Identity is Everything” and “The Power of Identity” are trademarks of SailPoint.There are no implied licenses under these Terms, and any rights not expressly granted to you hereunder are reserved by SailPoint or its suppliers, as applicable. You will not take any action inconsistent with SailPoint’s ownership of the SailPoint Services, Integration Tools, Documentation, or any technology or content created or derived therefrom.
  25. THIRD-PARTY WEBSITES
    The Developer Portal may contain links to third-party websites that are not owned or controlled by SailPoint. The SailPoint Indemnitees (as defined below) have no control over, and assume no responsibility for, the content, privacy policies (if any), or practices of any third-party websites, whether posted by SailPoint or another user. SailPoint makes no representation or warranty as to the security of links to other websites, nor does SailPoint make any representation or warranty as to whether such links or such other websites are free of viruses or other forms of data corruption. In addition, SailPoint will not and cannot censor or edit the content of any third-party website. By using the Developer Portal, you expressly relieve SailPoint and the SailPoint Indemnitees from any and all liability arising from your use of any third-party website. If you choose to use any such third-party websites, you do so at your own risk. Accordingly, SailPoint encourages you to be aware when you leave the Developer Portal and to read the terms and conditions and privacy policy (if any) of each other website that you visit.
  26. SUPPORT
    These Terms do not entitle you to any support for the SailPoint Services or the Integration Tools. You will only be entitled to support for the SailPoint Services or the Integration Tools to the extent set forth in the Documentation or as otherwise agreed by SailPoint through an Other Binding Agreement or otherwise. Without limiting the foregoing, you are solely responsible for providing all support and technical assistance to Users. You further acknowledge and agree that SailPoint has no obligation to provide support or technical assistance to Users, and you shall not represent to any such Users that SailPoint is available to provide such support. You agree to provide reasonable support to Users of the Integration Partner Solutions.
  27. CONFIDENTIALITY
    “Confidential Information” includes all information SailPoint provides to you through or in connection with the Developer Portal, including the Integration Tools, Documentation and information regarding the SailPoint Services. You will not use or disclose Confidential Information other than as required to perform under and as permitted by these Terms. Your confidentiality obligations will survive the termination of these Terms. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that SailPoint will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information you provide to SailPoint hereunder is considered by SailPoint to be non-confidential. You acknowledge and agree that you have no expectation that such information will be held confidential by SailPoint, and that SailPoint has no duty, express or implied, to pay any compensation for the disclosure or use of any such information. For clarity, if you are party to any Other Binding Agreement containing confidentiality or non-disclosure terms, the confidentiality and non-disclosure terms of such Other Binding Agreement will, if applicable, supersede this Section 13.
  28. MONITORING AND ENFORCEMENT
    14.1 Right to Monitor and Audit. You agree that SailPoint may monitor or audit the Integrated Partner Solution or other activities relating to your use of the Developer Portal or Integration Tools. At SailPoint’s request, you will provide SailPoint free access to use the Integrated Partner Solution for the purpose of monitoring or auditing the Integrated Partner Solution or such other activities. Audits may include requests for documents and information and visits to your facilities.
    14.2 Remedies. If SailPoint, in its sole discretion, believes that you have breached these Terms, SailPoint may take any and all steps it deems appropriate, including suspending or terminating your rights to use the Integration Tools and/or discontinuing your rights to access and participate in thee Developer Portal. In addition to any other remedies available to SailPoint, it may seek specific performance, injunctive relief or attorneys’ fees. SailPoint further reserves the right to take other corrective action as it sees fit in the event that SailPoint receives complaints from Users about the Integrated Partner Solution or your actions.
  29. DISCLAIMER OF WARRANTIES
    EXCEPT AS OTHERWISE AGREED IN WRITING BY SAILPOINT, ALL ASPECTS OF THE DEVELOPER PORTAL AND THE INTEGRATION TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SAILPOINT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS OTHERWISE AGREED IN WRITING BY SAILPOINT, YOU ACKNOWLEDGE THAT SAILPOINT DOES NOT WARRANT THAT YOUR ACCESS TO THE DEVELOPER PORTAL OR INTEGRATION TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. SAILPOINT MAY CONDUCT MAINTENANCE ON OR STOP PROVIDING ANY OF THE INTEGRATION TOOLS AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU. SAILPOINT MAY CHANGE THE METHOD OF ACCESS TO THE DEVELOPER TOOLS AT ANY TIME. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER PORTAL 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 DEVELOPER PORTAL, 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.
    SailPoint takes no responsibility and has no liability for any content you or any other user may post in the Discussion Forum. User-posted content does not represent the advice, views, opinions, or beliefs of SailPoint, and we make no claim of accuracy of any user-posted material.
  30. LIMITATION 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 DEVELOPER PORTAL OR INTEGRATION TOOLS OR (B) ANY CONTENT OBTAINED FROM THE DEVELOPER PORTAL. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE DEVELOPER PORTAL AND INTEGRATION TOOLS. YOUR ONLY REMEDY AGAINST SAILPOINT IN CONNECTION WITH ANY DAMAGES ARISING FROM THE FOREGOING IS TO STOP USING THE DEVELOPER PORTAL AND INTEGRATION TOOLS.
    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.
    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE DEVELOPER PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  31. INDEMNIFICATION
    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: (a) your use of the Developer Portal or Integration Tools; (b) your use of Outbound Data or your provision of, and SailPoint’s use of, Inbound Data; (c) any User Content; (d) your violation of these Terms; (e) any ideas submitted by you through the Developer Ideas Portal or (f) the development and/or Deployment of Integrated Partner Solutions, including any Claims alleging that the Integrated Partner Solutions (i) infringe, misappropriate or otherwise violate actual or alleged infringement of any third-party Intellectual Property Rights or (ii) violate any applicable laws, rules or regulations or third-party right relating to data privacy or information security right of privacy or other third-party right.
  32. TERM AND TERMINATION
    SailPoint may, in its sole discretion, terminate your access to the Integration Tools and Developer Portal or terminate these Terms at any time. SailPoint will attempt to provide notice where possible of any such action but reserve the right to do so without notice. Your license to use the Developer Portal and Integration Tools shall expire automatically and immediately upon any termination of these Terms. You are responsible for notifying the Users of the termination. Upon termination of your access to the Integration Tools or Developer Portal or termination of these Terms, you shall cease using, and either return to SailPoint, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any Integration Tools made available through the Developer Portal and any Confidential Information in your possession, and shall certify to SailPoint that such actions have occurred. The provisions of Sections 1, 8, 9, 13, 15, 16, 17, 18, 20 and 21 shall survive the termination or expiration of these Terms, in addition to those provisions herein that by their nature are intended to survive such termination or expiration.
  33. PUBLICITY
    Except as may be otherwise agreed by SailPoint, you will not directly or indirectly issue or permit the issuance of any public statement concerning any aspect of the Developer Portal or your use of the Integration Tools. You permit SailPoint to make public statements about your participation in the Developer Portal and use of the Integration Tools.
  34. NOTICES
    All notices under these Terms will be delivered to you through the Discussion Forum; however, if you are a Subscriber, SailPoint may instead choose to provide notice to you through the SailPoint Services. You are responsible for monitoring the Discussion Forum for any notices that may, from time to time, be posted by SailPoint. Notices to SailPoint will be sent to legal@sailpoint.com. Notices will be deemed to have been duly given on the day that they are delivered or posted, as applicable.
  35. GENERAL
    These Terms, together with the Documentation, represents our entire understanding with respect to your use of the Developer Portal and Integration Tools. These Terms may be modified by SailPoint as provided under Section 8. These Terms will be governed by the laws of the State of Texas, excluding rules as to choice and conflict of law and shall be subject to the exclusive jurisdiction of state and federal courts located in Travis County, Texas. The United Nations Convention on contracts for the international Sale of Goods will not apply. You may not assign these Terms without the written consent of SailPoint, which shall not be unreasonably withheld, and any attempt to do so without such consent shall be void.
    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. Neither party shall make any representations or warranties, claims or guarantees concerning the products or services of the other. These Terms is non-exclusive in nature and will not prevent either party from entering into similar relationships with other companies. 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.