This reseller agreement (this “Agreement”) sets forth the legally binding terms for the resale of Products and/or Professional Services (each as defined herein).  This Agreement is by and between Ping Identity Corporation (“Ping Identity”) and the reseller entity on whose behalf you are executing this Agreement (“Reseller”).  You represent that you have the authority to bind Reseller to the terms of this Agreement. By agreeing to the terms of this Agreement or by reselling any Products and/or Professional Services, Reseller expressly agrees to and consents to be bound by all of the terms of this Agreement.  If Reseller does not agree to any of the terms of this Agreement, Reseller is prohibited from reselling any Products or Professional Services.  The effective date of this Agreement is the date set forth on an Order Form that references these terms or, if earlier, the date on which Reseller resells any Products or Professional Services (the “Effective Date”). 

1.     Appointment/Territory.

1.1            Appointment.  Subject to the terms and conditions of this Agreement, Ping Identity hereby appoints Reseller and Reseller accepts the appointment as Ping Identity’s non-exclusive reseller of the Products and Professional Services as set forth on an executed Order Form (as defined herein).  Reseller does not have the right to distribute any other Ping Identity products or services not set forth in an Order Form, and except as set forth below in this Section 1, does not have the right to appoint or authorize any third party to act as a dealer, agent, or reseller for the distribution of Products or Professional Services without Ping Identity’s prior written consent.

1.2            Territory.  As used in this Agreement the term “Territory” means the country or jurisdiction set forth on an executed Order Form as the location of the Customer.  Reseller shall not resell the Products or Professional Services outside the Territory.  Nothing in this Agreement shall prohibit or otherwise restrict Ping Identity from selling or licensing Products or Professional Services, directly or indirectly, to Customers within or outside the Territory.

1.3            Distributors.  Reseller may sub-grant its rights of resale hereunder to a third-party sub-reseller (a “Distributor”), whereby Reseller will resell the applicable subscriptions to the Products or the Professional Services that have been purchased from Ping Identity in the applicable Order Form to the Distributor, who will resell such subscriptions or services to the Customer specified in the applicable Order Form.  In such event, Reseller represents and warrants that it will require that the Distributor resell the Products and Professional Services to the Customer subject to all terms, conditions and restrictions with respect to the Products and Professional Services set forth on the applicable Order and in this Agreement.  Reseller will be liable to Ping Identity for all actions and omissions of the Distributor with respect to the subject matter of this Agreement as if such actions or omissions were those of Reseller hereunder.           

2.     General Provisions for Purchase and/or Licensing of Products.

2.1            Reseller shall resell the Products and Professional Services solely under the terms and conditions of Ping Identity’s end user agreement(s).  The Products each contain embedded click-through agreements governing the terms of use of the Products that are accepted upon download, installation and/or registration of such Products, as applicable (the “Click-Through Agreements”).  Reseller shall not perform any actions that would serve to diminish the effectiveness of the Click-Through Agreements, such as entering into any agreements with or making representations to a Customer that would supersede, amend or supplement the Click-Through Agreements, and Reseller shall not accept the Click-Through Agreements on behalf of a Customer, including in connection with any services provided by Reseller to the Customer.  Reseller will obtain Customer’s consent that its use of the Products and receipt of Professional Services are subject to the Click-Through Agreements prior to entering into an Order Form with Ping Identity for the purchase by Customer. In the event that a Customer does not agree to accept such terms, Reseller must notify Ping Identity prior to entering into an Order Form and Ping Identity may agree to execute a subscription agreement with the Customer or such other form of agreement as agreed between Ping Identity and the Customer (a “Subscription Agreement”) to govern Customer’s use of the Products or receipt of Professional Services. Ping Identity may also require that a particular Customer execute a Subscription Agreement with Ping Identity.  Ping Identity’s current form of subscription agreement must be requested by Reseller from Ping Identity in each instance before being provided to Customer. Whether a Customer’s use of the Products and receipt of Professional Services is governed by the Subscription Agreement or the Click-Through Agreements, for purposes of this Agreement, such governing agreement(s) shall be referred to as the “Ping Identity EULA”.   In no event will Reseller enter into its own licensing, subscription or similar agreement with a Customer with respect to the Products or Professional Services, all such agreements shall be between Ping Identity and the Customer.

2.2            Reseller shall notify Ping Identity of (i) any breach by any Customer of any terms contained in the Ping Identity EULA of which Reseller becomes aware, and (ii) any infringement or alleged infringement of the patents, copyrights, trade secrets, trademarks or other proprietary rights of Ping Identity or its Products of which Reseller becomes aware.  Reseller shall provide all assistance as reasonably required by Ping Identity to assist in the enforcement of any and all terms contained in the Ping Identity EULA including, but not limited to, any assistance needed with respect to any claims of infringement and/or violation of any of Ping Identity’s proprietary rights related to the Products.

2.3            Reseller’s purchase price for the Products and Professional Services shall be set forth on the applicable Order Form.  Reseller shall have sole discretion with respect to its resale price to Customer.

2.4            Reseller shall order Products or Professional Services hereunder for Customer by executing orders forms with Ping Identity (“Orders Forms”). If Professional Services are purchased for resale, a statement of work, description of services, or similar document (an “SOW”) may be attached to the Order Form.  In the event that Reseller delivers a purchase order to Ping Identity in connection with an Order Form, then notwithstanding anything to the contrary contained in such purchase order, any terms or conditions contained on or referenced in the purchase order are specifically rejected by Ping Identity and shall have no force or effect. 

2.5            Ping Identity hereby grants Reseller a personal, non-exclusive, non-transferable right to distribute the Products solely under the terms and conditions of this Agreement and the Ping Identity EULA as set forth in Section 2.1.  Reseller shall not be permitted to distribute any Products beyond the maximum entitlements (for example, user quantities), and any other restrictions, as set forth in the applicable Order Form. Reseller is obligated to obtain Customer’s agreement to any and all restrictions on use of the Products as agreed to in advance by Ping Identity and Reseller in the applicable Order Form.  Reseller warrants that prior to executing an Order Form, Reseller will obtain Customer’s acceptance of (a) any entitlement restrictions contained in an Order Form (such as user types or quantities), (b) any additional terms required to be provided to Customer pursuant to an Order Form, (c) any applicable SOW, and (d) the Ping Identity EULA.

2.6            Support Services may be included in the subscription to the Products, as indicated on the applicable Order Form, and if not, may be purchased separately from Ping Identity.  Support Services for Customers shall be provided solely in accordance with Ping Identity’s applicable support policy purchased by Customer.  Support Services are required for the Customers to be eligible to receive updates, upgrades, enhancements, fixes, and new versions of the Software and telephone support.  Unless otherwise agreed to by the Reseller and Ping Identity in writing, Ping Identity shall provide all Support Services directly to Customers. Ping Identity shall not be responsible to Customers for any support and maintenance services for non-Ping Identity products sold by Reseller.

2.7            Reseller shall pay all fees specified in Order Forms (“Fees”). Unless otherwise agreed to in an Order Form, Fees will be invoiced to Reseller upon execution of an Order Form, and payment of Fees shall be made by Reseller within thirty (30) days of receipt of Ping Identity’s invoice.  Except as otherwise expressly specified herein or in an Order Form, Order Forms and related payment obligations are non-cancelable, and fees paid are non-refundable.  Reseller’s payments to Ping Identity shall be made without deduction for taxes, imposts, customs, levies or other withholding (“Tax”) or shall be grossed‑up to provide Ping Identity the same amount after such Tax as it would have received without the imposition of such Tax, together with tax receipts or similar evidence of payment by Reseller.  Reseller is responsible for collecting and remitting any and all Value-Added Tax (VAT) or other taxes due from the Customer. Any overdue payments shall bear interest payable to Ping Identity at the rate of one and a half percent (1.5%) per month, compounded monthly, or if such rate violates applicable law, then the maximum amount of interest chargeable under applicable law.  Unless otherwise stated, all Fees in Order Forms are exclusive of Taxes.  Payment obligations are not contingent upon Reseller’s receipt of any payments from Customer.

2.8            In addition to the fees set forth in the applicable Order Form, Ping Identity’s multi-factor authentication products and capabilities allow a Customer to utilize integrated third-party provider(s) to enable SMS and voice call authentication features for multi-factor authentication.  Customers are not required to utilize this functionality, but in the event that a Customer elects to utilize any SMS or voice call features in Ping Identity’s multi-factor authentication products, Reseller will be responsible for all charges incurred by Ping Identity for Customer’s use, and Ping Identity will bill Reseller in arrears and all fees are due and payable as set forth in Section 2.7 above.  Reseller is solely responsible for determining with Customer whether Customer will reimburse Reseller for such charges.

2.9            All Software shall be deemed to be accepted upon delivery by electronic download.  Registration for the Service is accomplished through Ping Identity’s website.  Reseller shall be responsible, at its own expense, for obtaining all necessary import permits and certificates (or any other documentation required by the government, with the exception that Ping Identity shall procure U.S. export licenses with Reseller’s cooperation, if applicable) and for the payment of any and all taxes and duties imposed on the delivery of the Products as set forth in the Order Form. 

2.10         All right, title and interest to all Products, any related Documentation, and any Demo Products, including any enhancements, modifications or derivatives thereof, including any software development performed by Ping Identity, supplied to Reseller remains with Ping Identity (or, if applicable, Ping Identity’s third party licensor), including all intellectual property rights embodied in the foregoing, and shall not pass to Reseller or any Customer, or other third party.

3.     Demo Products; Distribution Rights and Requirements.

3.1            In the event that Ping Identity provides Reseller with license keys and access to any Software, then subject to the terms of this Agreement, Ping Identity grants Reseller a personal, non‑exclusive, non‑transferable, non-sublicenseable license to use the Software solely for training and demonstration purposes (“Demo Software”), solely on and in connection with Reseller’s computers in non-production environment(s).  Ping Identity shall have no obligation to provide Support Services for Demo Software. Reseller shall ensure that Demo Software does not become part of Reseller’s inventory. Subject to the terms of this Agreement, Ping Identity may also agree to provide Reseller with a no-charge subscription to the Service, in which case it may be utilized solely for demonstration and training purposes only during the term of this Agreement (“Demo Service” and together with the Demo Software, the “Demo Products”).  Ping Identity may terminate any of the foregoing licenses or subscriptions to the Demo Products at any time upon written notice, or temporarily suspend access to the Demo Service if deemed necessary in Ping Identity’s reasonable discretion.  Certain items of software included with the Demo Products are subject to the “open source” or “free software” licenses, which may be owned by third parties.  Nothing in this document limits Reseller’s rights or obligations under the terms and conditions of any applicable end user license for the such open source software.  Reseller shall comply with all applicable laws, including without limitation export control laws, in its use of the Demo Products.

3.2            Reseller shall not utilize any rights to the Demo Products provided to Reseller hereunder except as permitted by Section 3.1, and Reseller represents and warrants that it will not utilize the Demo Products to process any personally identifiable information of actual persons, and will only operate the Demo Products in a non-production environment. Except as expressly set forth herein, Reseller will not, and will not allow any third party to: (i) license, sublicense, operate as a service bureau or managed service, or otherwise commercially exploit or make the Products or Demo Products available to any third party, other than to Customers as set forth herein or as otherwise contemplated by this Agreement; (ii) use the Products or Demo Products for Reseller’s own business use unless pursuant to a separate executed agreement between Ping Identity and Reseller; (iii) modify, copy, adapt, alter, translate or create derivative works of the Products or Demo Products; (iv) frame or mirror any content forming part of the Service or Demo Service, other than on Customer’s own intranets or otherwise for a Customer’s own internal business purposes; (v) reverse engineer, decompile or disassemble the Products or Demo Products (or otherwise attempt to derive the source code for the Products or Demo Products or underlying ideas or algorithms of the Products or Demo Products); (vi) take any action that would cause the Products or Demo Products (or any license or registration keys) to be placed in the public domain; (vii) remove, alter, or obscure any proprietary notices of Ping Identity, its licensors or supplier included in the Products or Demo Products; (viii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws through the Service or Demo Service; (ix) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (x) send or store any malicious code through or in the Service or Demo Service; (xi) interfere with or disrupt the integrity or performance of the Service or Demo Service or the data contained therein, including conducting any load or penetration testing on the Service or Demo Service; (xii) access the Products or Demo Products in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Products or Demo Products; (xiii) attempt to gain unauthorized access to the Service or Demo Service or its related systems or networks; or (xiv) publish or disclose to any third party any opinions relating to, or test results, benchmarking or comparative study involving any Product or Demo Product without the prior written consent of Ping Identity. In addition, except as expressly permitted hereunder with respect to Customer, Reseller shall keep the Products and Demo Products strictly confidential and shall not provide them or otherwise make them or any part thereof available to any third party.

3.3            Subject to the terms of the Agreement, Ping Identity will defend at its own expense any action against Reseller brought by a third party alleging that the Products or Demo Products, in each case, as delivered, infringe any patents issued as of the Effective Date or any copyrights or misappropriate any trade secrets, in each case, controlled by such third party in the U.S., Canada, the EU or any other jurisdiction set forth in an applicable Order, and Ping Identity will indemnify Reseller against those costs and damages finally awarded against Reseller in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.  The foregoing obligations are conditioned on Reseller: (i) notifying Ping Identity promptly in writing of such claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (ii) giving Ping Identity sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of Ping Identity to defend the claim; and (iii) cooperating and, at Ping Identity’s request and expense, assisting in such defense.  If the Products or Demo Products become, or in Ping Identity’s sole opinion are likely to become, the subject of an infringement claim, Ping Identity may, at its option and expense, either: (a) procure for Reseller the right to continue to distribute the Products hereunder; (b) replace or modify the Products or Demo Products so that they become non-infringing; or (c) terminate this Agreement.  Notwithstanding the foregoing, Ping Identity will have no obligation under this Section 3.3 or otherwise with respect to any infringement claim based upon: (w) any use or distribution of the Products or Demo Products not in accordance with this Agreement or the Ping Identity EULA; (x) any use or distribution of the Products or Demo Products in combination with products, equipment, software, or data not supplied or approved in writing by Ping Identity if such infringement would have been avoided but for the combination with other products, equipment, software or data; (y) any use of a prior release of the Software or Demo Software after a more current release has been made available to Reseller; or (z) any modification of the Products or Demo Products by any person other than Ping Identity.  This Section 5.4 states Ping Identity’s entire liability and Reseller’s exclusive remedy for any claims of infringement.

3.4            Reseller shall indemnify, defend and hold Ping Identity harmless from and against any claim, suit, or proceeding brought against Ping Identity based on (i) any acts or omissions on the part of Reseller in marketing or distributing the Products; (ii) any representations, warranties, guarantees, or other written or oral statements made by or on behalf of Reseller relating to the Products other than as authorized by Ping Identity in writing or made in Documentation, (iii) any breach by Reseller of Section 2.5.  The foregoing obligations are conditioned on Ping Identity: (a) notifying Reseller promptly in writing of such claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (b) giving Reseller sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of Reseller to defend the claim; and (c) cooperating and, at Reseller’s request and expense, assisting in such defense.  

3.5            Reseller and Ping Identity agree to notify each other promptly in writing regarding possible infringement, unauthorized use or misappropriation of each other’s respective patents, trade secrets, trade names, trademarks and copyrights and agree to cooperate in each other’s actions, if any, with respect to the alleged infringement, unauthorized use or misappropriation of such intellectual property rights. 

4.     Warranty.

4.1            Software. Ping Identity warrants that for a period of ninety (90) days after applicable license keys have been made available to Reseller (the “Warranty Period”), the Software provided hereunder, when used as permitted under the Ping Identity EULA and in accordance with the instructions in the Documentation, will substantially conform to the specifications set forth in the Documentation.  Ping Identity does not warrant that use of the Software will be error-free or uninterrupted.  Reseller must notify Ping Identity in writing within the Warranty Period of any substantial non-conformity of the Software with the Documentation. Ping Identity’s sole obligation and Reseller’s exclusive remedy under this warranty is, at Ping Identity’s option, either (i) to use commercially reasonable efforts to correct such reproducible non-conformity in a manner determined by Ping Identity, (ii) to replace the Software containing the reproducible non-conformity, or (iii) refund the prepaid, unused license fees received by Ping Identity for the non-conforming Software, to be utilized for the satisfaction of similar warranty obligations of Ping Identity to Customer under the Ping Identity EULA.

4.2            Services. Supplier warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and that the functionality of the Services will not be materially decreased during a subscription term. Ping Identity’s sole obligation and Reseller’s exclusive remedy under this warranty is, at Ping Identity’s option, either (i) correct the non-conformity with the above warranty, or (iii) refund the prepaid, unused subscription fees received by Ping Identity for the applicable Service, to be utilized for the satisfaction of similar warranty obligations of Ping Identity to Customer under the Ping Identity EULA.

4.3            EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PING IDENTITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO ANY AND ALL PRODUCTS AND PROFESSIONAL SERVICES WHICH MAY BE SOLD, LICENSED OR PROVIDED PURSUANT TO THIS AGREEMENT.  ALL DEMO PRODUCTS ARE PROVIDED ENTIRELY “AS IS” AND PING IDENTITY SHALL HAVE NO LIABILITY TO RESELLER IN CONNECTION WITH ITS USE OF THE DEMO PRODUCTS, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT.

5.     Limitation of Liability.  EXCEPT IN CONNECTION WITH A BREACH OF SECTIONS 1.3, 2.1, 2.5, 3.2, 6 OR 9, OR THE OBLIGATIONS IN SECTIONS 3.3 AND 3.4, NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER FOR (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (III) LOSS OF REVENUES AND LOSS OF PROFITS, OR (IV) AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND EXCEEDING THE AMOUNT PAID OR PAYABLE BY RESELLER TO PING IDENTITY FOR THE PRODUCTS AND PROFESSIONAL SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, IN EACH CASE ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.     Confidentiality of Documentation and Information.  All documents and information supplied to a party (the “Receiving Party”) hereunder that is marked confidential, restricted, or otherwise subject to limited access, or would be reasonably understood to be confidential based on the nature of the information or the circumstances surrounding the disclosure (“Confidential Information”), are proprietary in nature and confidential to the party disclosing such information (the “Disclosing Party”).  The Receiving Party agrees to maintain such documents and information in confidence, and not to disclose such information to a third party, or use such documents or information for any purpose other than the fulfillment of the mutual business purposes of the parties under this Agreement.  The Receiving Party will disclose Confidential Information only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  To the extent Confidential Information of Ping Identity must be disclosed by Reseller to Customers, Reseller shall include in contracts with its Customers a clause notifying Customers of Ping Identity’s proprietary rights and requiring Customers to comply with the requirements imposed by this provision.  The Receiving Party shall be liable to the Disclosing Party for the compliance with the terms of this section by any third parties to whom the Receiving Party provides Confidential Information of the Disclosing Party, as if such third party was the Receiving Party hereunder.  This section shall survive any termination of this Agreement, and notwithstanding the above, nothing contained in this section shall restrict Ping Identity from entering into a direct contact or other contractual arrangements with Customers or prospective Customers.

7.     Use of Ping Identity’s Trade Name and Trademarks.

7.1            Ping Identity hereby authorizes and requires Reseller to retain on the Products any Ping Identity markings, logos, colors or other insignia which are affixed to the Products.  All Reseller advertising and other promotional material for Products shall identify Ping Identity as originator of the Products, comply with Ping Identity’s policies on use of its name and marks, and be submitted to Ping Identity review and approval prior to release by Reseller.

7.2            Except as expressly provided in this Section 7, Ping Identity prohibits any other direct or indirect use, registration of, reference to, or other employment of its name, trademarks or trade names, or of any name, trademark or trade name owned or exclusively licensed by Ping Identity or any name, trademarks or trade names confusingly similar thereto, except as may be authorized in writing by Ping Identity.  Reseller affirms and agrees that it and its agents have not and will not register any Ping Identity or Product trademarks or trade names or any forms thereof for use in connection with any business entity, offering, sale and/or support of computer equipment, software or services.

8.     Term and Termination.

8.1            Term.  The term of this Agreement shall be for the duration of the Order Form that references and incorporates the terms of this Agreement.

8.2            Termination.  Either party may terminate this Agreement in the event of a material breach of the terms of this Agreement that is not cured within thirty (30) days of written notice of such breach.  In additional, either party may terminate this Agreement for convenience upon sixty (60) days prior written notice to the other party.  Ping Identity may terminate this Agreement immediately in the event of (i) a breach by Reseller of Section 9, or (ii) fifty percent (50%) or greater of the stock or assets of Reseller is transferred to a third party, or if Reseller otherwise comes under the control of a third party.  Either party may terminate this Agreement upon ten (10) days’ written notice in the event that the other party files a petition in bankruptcy or has such a petition filed against it (which petition is not discharged within thirty (30) days after filing) or makes an assignment for the benefit of creditors, or if a receiver, trustee, custodian, or similar agent is appointed or takes possession of its assets, or if it generally ceases doing business in the ordinary course. Termination of this Agreement by either party shall not be deemed an election of remedies or waiver of any claims relating to the other party. 

8.3            Effects of Termination.  Upon termination of this Agreement, all rights and licenses to resell and distribute the Products, and utilize the Demo Products (except rights granted to a Customer under a Ping Identity EULA prior to such termination) shall immediately cease to exist.  In addition, Reseller agrees it shall immediately cease to describe itself as a Ping Identity reseller and shall pay to Ping Identity, in full within thirty (30) days of such termination or expiration, all amounts owed to Ping Identity hereunder. Reseller shall cease using the Demo Products and either return to Ping Identity or destroy, at Ping Identity’s direction, any and all Demo Software, Documentation and Confidential Information, and certify it has returned or destroyed all originals and copies, in any form, of such materials.  Termination of this Agreement shall not affect outstanding Order Forms for the benefit of Customers or any obligations thereunder, and this Agreement shall survive with respect to such Order Forms until their expiration or earlier termination.  Reseller shall immediately discontinue the use of Ping Identity’s name or any Ping Identity markings, colors or other insignia authorized herein.

8.4            Survival.  Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.

9.     Compliance with Laws.

9.1            Reseller represents and warrants that (i) it is not identified on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)’s Specially Designated Nationals and Blocked Persons (“SDN”) list and (ii) that it is not involved in business arrangements or otherwise engaged in transactions with or involving sanctioned countries or SDNs in violation of the regulations maintained by OFAC.  Reseller agrees that it will notify Ping Identity promptly upon the occurrence of any event that would render this representation and warranty incorrect. 

9.2            Reseller warrants that it shall not sell any Products or engage in any other transaction in, to, or with (i) any of the following countries: Cuba, Iran, Sudan, North Korea, Burma/Myanmar, Ivory Coast, Syria or the Crimean region of the Ukraine, or any other country that becomes subject to sanctions imposed by the U.S. Government, or (ii) any individual or entity that is listed in the following: (a) the SDN list; (b) List of Debarred Parties, Directorate of Defense Trade Controls, U.S. State Department; (c) Denied Persons List, Bureau of Industry and Security, U.S. Department of Commerce; (d) Entity List, Bureau of Industry and Security, U.S. Department of Commerce; (e) Unverified List, Bureau of Industry and Security, U.S. Department of Commerce; or (f) the Palestinian Legislative Counsel (PLC) List, Office of Foreign Assets Control, U.S. Treasury Department.

9.3            Reseller warrants that (i) it shall, in its performance of this Agreement, comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et seq.) as amended (the “FCPA”) and all other applicable Anti-Corruption Laws and U.S. Export Control Laws and (ii) it shall take no action that would cause Ping Identity to be in violation of the FCPA or any other applicable Anti-Corruption Laws.  Reseller  agrees that it will provide all information and cooperation reasonably requested by Ping Identity which relate to Reseller’s activities under this Agreement, so that Ping Identity may ensure compliance with this Section 9.3.

9.4            Reseller represents and warrants that it and its employees and agents have not, and will not, directly or indirectly through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a Public Official or Entity for purposes of corruptly obtaining or retaining business for or with, or directing business to, any individual, corporation, partnership, limited liability company, trust, or any other entity, including, without limitation, Ping Identity or Reseller, by (i) influencing any official act, decision or omission of such Public Official or Entity; (ii) inducing such Public Official or Entity to do or omit to do any act in violation of the lawful duty of such Public Official or Entity; (iii) securing any improper advantage; or (iv) inducing such Public Official or Entity to affect or influence any act or decision of another Public Official or Entity.  A “Public Official or Entity” means (i) any officer, employee, agent, representative, department, agency, de facto official, corporate entity, instrumentality or subdivision of any government, military or international organization, including, but not limited to, any state-owned or affiliated supplier or hospital, or (ii) any candidate for political office, any political party or any official of a political party.

9.5            Reseller represents and warrants that it and its employees and agents have not and will not directly or indirectly promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, excessive gift or hospitality or other illegal or unethical benefit to a Customer or to a Public Official or Entity, nor will it allow any payment, commission, reimbursement or fee paid by Ping Identity pursuant to this Agreement to be used in such a manner. 

9.6            Reseller shall immediately notify Ping Identity if Reseller has any information or suspicion that there may be a violation of any Anti-Corruption Law in connection with the performance of this Agreement. Reseller shall keep full, true, and accurate records and accounts, in accordance with generally-accepted accounting principles, of each  Product purchased and deployed, resold, or distributed, including information regarding compliance with export and transfer.  Reseller shall make these records available for audit by or on behalf of Ping Identity upon thirty (30) days’ prior written notice, during regular business hours, at Reseller’s principal place of business or such other of Reseller’s locations where Reseller may maintain relevant records.  In the event Ping Identity requires information from a Customer to which Reseller asserts it has resold Products, Reseller agrees to use all reasonable efforts to assist Ping Identity to obtain such information.  Reseller additionally acknowledges that from time to time Ping Identity or its independent auditors may conduct additional specific audits with the purpose of monitoring and ensuring compliance by Reseller with Ping Identity’s policies and applicable laws.  Such audits may include, without limitation, investigations in order to prevent the acquisition, use, promotion or resale of unauthorized or non-genuine products or adherence with this Section 9.  When requested, Reseller shall co-operate with Ping Identity or its appointed auditors or investigators, and provide them with accurate and truthful information.  In all cases, Reseller agrees to bear, and/or promptly repay to Ping Identity, all costs, fees and expenses, incurred by Ping Identity in the performance of any audit and/or investigation that discloses any breach of this Agreement by Reseller.

9.7            Reseller represents that no owner, shareholder (direct or beneficial), officer, director, employee, third-party representative, agent, or other individual with any direct or indirect beneficial interest in Reseller or any immediate family relation of any such person (collectively, “Interested Persons”), is a Public Official or Entity.  Reseller shall notify Ping Identity immediately if, during the term of this Agreement, (i) any Interested Person becomes a Public Official or Entity, or (ii) any Public Official or Entity acquires a legal or beneficial interest in Reseller.

9.8            Reseller understands and acknowledges that the Products are subject to restrictions upon export from the United States and upon resale after export.  Reseller agrees that it must not act or refrain from acting in any way which will violate any applicable import and/or export control laws or regulations, including U.S. Export Control Laws, and no party shall be required hereunder to act or omit to act in any way which it believes in good faith will violate any such laws or regulations.  Reseller, if requested by Ping Identity, shall execute and deliver to Ping Identity a letter of written assurance concerning technical data and U.S. Export Administration Regulations. 

9.9            Reseller warrants that it will comply with Ping Identity’s Anti-Corruption Policy available at https://www.pingidentity.com/en/legal/anticorruption.html.

9.10         Reseller makes all of the above representations, warranties and commitments in this Section 9 on behalf of itself, its Affiliates, and its Distributors. 

10.   Definitions.

10.1         “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

10.2         “Anti-Corruption Laws” mean all applicable laws, regulations, orders, judicial decisions, conventions and international financial institution rules regarding corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls, including without limitation the FCPA and UK Bribery Act 2010.

10.3         “Customer” means the third party end user customer set forth on an Order Form to whom Reseller (or a Distributor) resells the Products for internal business use by such Customer and not for redistribution or resale.

10.4          “Documentation” means Ping Identity’s then current on-line administrator user’s manuals for the Products made generally available by Ping Identity on its website. 

10.5         “Products” means the Software and the Service(s) that are permitted by Ping Identity to be resold hereunder from time to time as evidenced by an Order Form.

10.6         “Professional Services” means Ping Identity’s training courses or professional services that Reseller is eligible to resell hereunder from time to time as evidenced by an Order Form.

10.7         “Service(s)” means the web-based or mobile applications provided by Ping Identity that Reseller is eligible to resell hereunder.

10.8         “Software” means Ping Identity’s computer programs in machine readable form that Reseller is eligible to resell hereunder.

10.9          “Support Services” means those maintenance and support services provided by Ping Identity to Customer with respect to the Products.

10.10       “U.S. Export Control Laws” means all applicable U.S. laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§ 2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§ 1 et. seq., the Arms Export Control Act, 22 U.S.C. §§ 2778 and 2779, and the International Boycott Provisions of Section 999 of the U.S. Internal Revenue Code of 1986.

11.   General.

11.1         This Agreement is the exclusive statement of the agreement between the parties with respect to its subject matter as of its date, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral.  There are no third-party beneficiaries to this Agreement. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

11.2         Reseller acknowledges that both parties are independent contractors and that Reseller will, on its own behalf, solicit orders for Products and identify itself only as an independent contractor and not represent itself as a partner or joint‑venturer, or as an employee or general representative or agent of Ping Identity with the authority to obligate Ping Identity contractually.

11.3         Ping Identity and Reseller shall not be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of nature, or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure.  This provision shall not be construed as relieving either party from its obligation to pay any sums due the other party.

11.4         Any notices provided for under this Agreement shall be deemed given upon delivery to the address listed in the first paragraph of this Agreement, or to such different address as either party may designate from time to time to the other pursuant to this Section, by a nationally recognized courier that provides confirmation of delivery. Notices to Ping Identity must always be accompanied by a copy of such notice delivered to legal@pingidentity.com.

11.5         This Agreement may not be assigned, transferred, or delegated, in whole or part, by Reseller for any reason whatsoever without Ping Identity’s prior written consent.  Ping Identity shall have the right to assign this Agreement or any Order Form or specific rights and duties hereunder to any subsidiary or Affiliate of Ping Identity.  Any attempted assignment or transfer in violation hereof shall be null and void.

11.6         The laws of (i) the State of Colorado, USA (if Reseller is domiciled in North, Central or South America) or (ii) England and Wales (if Reseller is domiciled in any other jurisdiction) (in each case without reference or giving effect to any conflict of laws principles that would require the application of the laws of any other jurisdiction) govern this Agreement and all matters arising out of or relating to this Agreement, including, without limitation, validity, interpretation, construction, performance, and enforcement.  Any dispute, action, claim or cause of action arising out of, relating to, or in connection with this Agreement shall be only brought in and is subject to the exclusive jurisdiction of (a) the state and federal courts located in Denver, Colorado USA (if Reseller is domiciled in North, Central or South America) or (b) the courts located in London, England (if Reseller is domiciled in any other jurisdiction).  Each Party waives, to the fullest extent of the law, any objection to venue in such courts, and each Party hereby irrevocably submits and consents to the exclusive jurisdiction of such courts.  To the extent permitted by law, the Parties expressly waive any right to trial by jury. The governing language for this Agreement and for negotiation and resolution of any disputes related to this Agreement is the English language.  Each Party waives any right it may have under any law in any state or country to have the Agreement written in any language other than English.

11.7         If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in force and effect.

11.8         Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each section.  The parties acknowledge that they have been advised by counsel of their own choosing, or had the opportunity to seek such counsel, and that its terms will be interpreted without any bias against one party as drafter.

11.9         Order Forms may be executed by PDF or other electronic means, and in one or more counterparts, which taken together shall form one legal instrument.