Effective September 24, 2024
The below terms and conditions set forth certain additional terms that apply to specific solutions and services (“Products”) offered to you (“Customer”) by Ping Identity Corporation (“Ping Identity”). These terms supplement the terms of the existing Subscription Agreement or other end user agreement between Ping Identity and Customer (the “EULA”) as well as any ordering documentation (“Order Form(s)”).
Capitalized terms used, but not defined, in these Product Specific Terms and Conditions are used with the meanings ascribed to such capitalized terms in the EULA.
1. Multi-factor Authentication Products:
a) SMS/Voice Fees for Ping Identity Platform:
Ping Identity utilizes third-party provider(s) to enable optional SMS and voice call notification features for certain Products and in the event that Customer elects to utilize any such SMS or voice call features, Customer will be responsible for all charges from such third-party provider(s) and any reasonable overhead expenses incurred by Ping Identity if Ping Identity has facilitated Customer’s use of such features. Unless Customer has prepaid such amounts, Ping Identity (or the applicable reseller) will bill Customer for these charges in arrears. For the avoidance of doubt, Ping Identity shall have no obligation to maintain or provide any Third-Party Services on behalf of Customer, including but not limited to Third-Party Services such as SMS and voice call notification features.
b) Push-Notification for PingOne Advanced Identity Cloud:
To the extent Customer utilizes push notification functionality in the PingOne Advanced Identity Cloud, Customer acknowledges and agrees that the PingOne Advanced Identity Cloud Push Notification Service is provided by the Amazon Simple Notification Service ("Amazon SNS") and, accordingly, Customer's use shall be subject to the terms and conditions specific to Amazon SNS located at the following location: https://aws.amazon.com/service-terms/. Notwithstanding anything to the contrary in the Agreement, Ping shall provide support services for the PingOne Advanced Identity Cloud Push Notification Service on a commercially reasonable basis.
2. Identity-based Entitlements (any Products that are entitled based on identities):
a) Standard Terms Regarding Identities:
Limits on all Identities specify the number of unique Identities of such type that may utilize the applicable Products on the applicable Order Form during each annual period of the subscription on such Order Form.
b) Certain Definitions:
i) An “Identity” or a “Stored Identity” means a unique identifier for a device or user that is managed by the Products.
ii) A “Customer Identity” or “External Identity” is a unique identifier for a device or user, acting on an individual’s behalf, that is managed by the Products.
iii) A “Workforce Identity” or “Internal Identity” is a unique identifier for a device or user associated with Customer’s employee, contractor or subcontractor, acting on Customer’s behalf, that is managed by the Products.
iv) A “Corporate Affiliate Identity” or “Business Partner Identity” or “Partner Identity” is a unique identifier for a device or user associated with an individual employed by a corporate entity engaging with Customer, acting on behalf of such corporate entity and not for the benefit of such individual, that is managed by the Products.
c) Active and Inactive:
i) An “Active Identity” or “Active External Identity” is an Identity that, within a given time frame, accesses the service for identity operations, including but not limited to, self-service registration, sign-in, authentication, token refresh or password change.
ii) An “Annual Active Identity” is one that is Active at least one (1) time in a twelve (12) month period.
iii) A “Monthly Active Identity” is one that is Active at least one (1) time in a given calendar month.
d) ForgeRock Subscription License Agreements Dated Prior to January 1, 2015:
i) “Identity” shall have the same meaning as “User” in the Agreement, if applicable.
ii) “Identity” shall have the same meaning as “Subscription user” in the Agreement, if applicable.
iii) “Identity License(s)” shall have the same meaning as "Subscription user Account" in the Agreement, if applicable.
3. Transaction-based entitlements (any Products that are entitled based on number of transactions):
a) Customer may purchase an entitlement for a certain number of transactions (“Transactions”) that may be utilized with the applicable Product as follows below. Transactions include any identity-related operation related to the applicable Product, such as ID verification, sign-up, sign-in, authentication, token refresh or password change.
b) For Transactions other than Non-Recurring Transactions (“Renewable Transactions”), the quantity purchased indicates the maximum number of Transactions that may be utilized by Customer during each Subscription Term.
c) Transactions that are designated as “one-time,” “non-recurring,” or with another similar description (“Non-Recurring Transactions”) must be utilized by Customer within the Subscription Year in which they were purchased. Non-Recurring Transactions increase the maximum number of permitted Transactions only for the specific Subscription Year in which they are purchased.
d) Any Transactions that are not utilized during the permitted Subscription Year set forth in clause (b) or (c) above shall expire without refund at the end of such Subscription Year and may no longer be utilized. Transactions applicable to future Subscription Years may not be applied to prior Subscription Years.
e) If a Service Term for Renewable Transactions contains a partial Subscription Year (i.e., less than twelve months), such partial Subscription Year will occur at the beginning of the Service Term so that the remainder of the Service Term is comprised of full Subscription Years. The Renewable Transactions entitlement for such partial Subscription Year will be pro-rated for the portion of a whole year that it represents.
f) In the event that Customer uses the entirety of its entitlement of Transactions for a given Subscription Year prior to the end of such Subscription Year, Ping Identity reserves the right to discontinue processing of further Transactions (“Excess Transactions”) until acceptable evidence is presented by Customer to assure Ping Identity of payment for the Excess Transactions, in Ping Identity’s reasonable discretion.
g) Fees for Excess Transactions will be subject to a per-Transaction fee equal to the base per Transaction Fee applicable to such Subscription Year, and Customer shall not be entitled to any discounted rate with respect to Excess Transactions. Customer is responsible for these fees if Ping Identity allows Customer to continue processing Transactions beyond Customer’s entitlement regardless of assurance of payment as contemplated in clause (e) above. Ping Identity will invoice Customer the fees for Excess Transactions and Customer will remit payment to Ping Identity in accordance with the Agreement.
4. PingOne DaVinci:
Identity-Based SKU(s): Customer agrees that its use of PingOne DaVinci will not exceed the fair use limit(s) set forth below:
5. Further Processing:
Customer authorizes Ping Identity to further process Customer Data for the following limited internal business purposes: (i) detecting security incidents, and protecting against malicious, deceptive, fraudulent, or illegal activity; (ii) debugging to identify and repair errors that impair intended functionality of the Products and other activities needed to maintain the quality and/or safety of the Products; and (iii) internal operational activities such as responding to data subject requests, making back-ups as part of disaster recovery/business continuity programs, confirming usage quantities, and processing required for legal or regulatory compliance. When engaged in this further processing, Ping Identity is acting as a data controller for the limited purposes of engaging in the processing activity (or as a “contractor” processing the data for a business purpose under California state privacy laws) and subject to all obligations of any applicable data privacy laws with respect to the processing. In addition, Ping Identity owns any data derived from the operation of the Products that has been aggregated and de-identified so that results are non-personally identifiable with respect to Customer or any User, and nothing herein will prohibit Ping Identity from using such data in the operation of Ping Identity’s business. Ping Identity will retain, and Customer expressly disclaims, all intellectual property and other rights in any products or services Ping Identity develops pursuant to the usage rights herein. Further, any data received by Ping Identity from Customer under the Agreement may be transferred to personnel of Ping Identity and its Affiliates located in Australia, Canada, United Kingdom, France, Germany, Israel, India, Singapore and the United States in the course of performance of this Agreement. Ping Identity will notify Customer if the foregoing list of countries changes (which notice may be provided through support channels, Ping Identity’s website, Ping Identity’s status notifications that may be subscribed to at https://www.pingidentity.com/data-supplement, or such other reasonable means). Notwithstanding anything to the contrary in the Agreement, to the extent necessary to accomplish the foregoing, the parties agree that the Order Form shall control in the event of any conflict with the Agreement.
6. Professional Services Integration Kits:
The following terms apply to any Professional Services Integration Kits purchased by Customer:
a) Ping Identity owns and retains all right, title and interest in and to the intellectual property rights in the Professional Services Integration Kit and any enhancements, modifications or derivative works thereof.
b) Customer represents and warrants that it has obtained all third party consents, approvals, authorizations, licenses and permissions that are required by any license or partner agreement between Customer and a third party for (i) Ping Identity to develop and host for Customer the Professional Services Integration Kit, if applicable and (ii) Customer to utilize the Professional Services Integration Kit in connection with the other Ping Identity products (collectively, the “Required Consents”).
c) The Professional Services Integration Kit shall be entitled to the following support, notwithstanding anything to the contrary in the Agreement:
i) Access to Ping Identity’s call center.
ii) Unlimited email support with a Ping Identity Product Support Engineer or the assigned Senior Solution Architect
iii) General Support Obligations:
iv) Ping Identity will use reasonable efforts to support the Professional Services Integration Kit integration with newer versions of the integrated product; provided new versions of the integrated product utilize the same integration interface. Additional fees may apply.
v) For those incidents escalated to Professional Services, Professional Services will use reasonable efforts to correct incidents that have been determined to be product bugs in a timely manner. Reported bugs will generally be addressed by severity on a first come, first served basis.
7. Additional Support Terms for Single Tenant SaaS Services (as opposed to multi-tenant SaaS):
Any Single Tenant SaaS Service on an Order Form is subject to the Ping Identity Support Policy Addendum located at https://www.pingidentity.com/en/legal/support-policy-addendum-pingone-as.html.
8. Reinstatement Fees:
If Customer fails to timely renew the Product subscriptions before the expiration of the Subscription Term and subsequently wishes to renew the Product and Support Services after the expiration date, Customer will be required to pay the following Fees prior to reinstatement of the subscriptions:
(1) the original subscription Fees from the date of the Product expiration;
(2) any contracted renewal Fee increase; and
(3) a one-time late fee of ten percent (10%) of the annual value of the Product and Support Services on the renewal Order Form (the "Reinstatement Fee")
Ping Identity will issue a new Order Form reflecting the above Fees and Customer shall execute said Order Form and issue a purchase order (if required) for the appropriate amount prior to the reinstatement.
9. Unlimited Subscriptions:
In the event that Customer has purchased a subscription that is unlimited with respect to any entitlements (such as any types of Identities or Transactions), Customer’s entitlements for the subscription are for the benefit of Customer as of the date of its execution (the “Effective Date”), as well as organic growth after the Effective Date, but excludes Inorganic Growth (as defined below). In the event that Customer enters into any merger, acquisition, reorganization or similar transaction, or series of related transactions, after the Effective Date with an entity or group of entities (the “Acquired Business”) that either (i) has at least 5% of the number of employees or customers of Customer or (ii) is an existing customer of Ping Identity (“Inorganic Growth”), then Customer shall be required to purchase additional subscriptions from Ping Identity to utilize those subscriptions in connection with or for the benefit of the Acquired Business.
10. Ping Identity Training:
a) Customer may purchase training credits (“Training Credits”) that may be used towards the purchase of public or private courses. Each Training Credit may be used for one student to attend one class of any duration. Private event prices are dependent upon the course duration and the number of students attending each event as selected by Customer and Training Credits can be applied to this price at a rate equal to their purchase price. All Training Credits will be valid for twelve (12) months from the Training Credit start date. Any Training Credit not used during the 12-month term will expire and have no further value. Travel and expenses for private events will be invoiced separately to Customer at cost, and Training Credits cannot be applied to offset these costs.
b) Customer may purchase training subscriptions (“Training Subscriptions”) to access training materials and courses. Training Subscriptions shall be valid throughout the subscription length per the applicable Order Form (“Subscription Term”). Customer shall not provide access or share Customer’s username and password to any unauthorized party during the Subscription Term. Customer is responsible for keeping Customer’s account password secure to ensure there is no unauthorized third-party access. A purchased Training Subscription can only be transferred to another user upon written request to Ping Identity and any transfer is entirely at Ping Identity’s discretion.
c) Customer may purchase public Training Seats (“Training Seats”) that may be used to register for the purchased course on the public schedule. Training Seats will need to be consumed before their expiration date. Any Training Seats not consumed before their expiration date will expire and have no further value.
d) Customer may register and purchase attendance a specific public event public event calendar ad hoc (“Ad Hoc Public Event”). This ad hoc registration is only valid for the particular selected event. This registration does not have an expiration date.
e) Customer may purchase Private Training Events (“Private Events”) which can be used to request the delivery of the purchased course as a private event with a maximum delegate number of twelve (12) students. Private Events will need to be consumed before their expiration date. Any Private Events not consumed before their expiration date will expire and have no further value.
f) Customer will not, in whole or in part, modify, copy or otherwise reproduce the training materials provided in the provisioning of any training services.
g) Customer acknowledges and agrees that Ping Identity or its authorized training partners may deliver the training described in this Section . Customer authorizes Ping Identity to share certain Customer information with such authorized training partners, including but not limited to Customer contact details.
h) Customer may reschedule a course no later than ten (10) business days from the course start date by contacting the authorized training partner directly or emailing the cancellation request to training@pingidentity.com.
i. For cancellation of registrations made with a Training Subscription or Training Credit: Courses must be rescheduled within an existing Subscription Term or with a valid Training Credit. If the Customer cancels a course less than ten (10) business days before the start date, a cancellation fee equivalent to one training credit or $2,850 shall apply. Ping Identity reserves the right to withdraw access to the course material related to the applicable purchased course in the event the Customer does not cancel or reschedule a class in accordance with this section.
ii. For cancellation of registrations made with a pre-purchased Training Seat: Courses must be rescheduled before the expiration date of the Training Seat. If the Customer cancels a course less than ten (10) business days before the start date, the Training Seat is considered consumed and cannot be used for a further registration on the public schedule. Ping Identity reserves the right to withdraw access to the course material related to the applicable purchased course in the event the Customer does not cancel or reschedule a class in accordance with this section.
iii. For cancellation of Ad Hoc Public Event registrations: A course may be rescheduled to a different date if rescheduling is requested up to ten (10) business days before the event start date. If the Customer cancels the Ad Hoc Public Event registration less than ten (10) business days before the start date, it cannot be rescheduled or refunded. Ping Identity reserves the right to withdraw access to the course material related to the applicable course in the event the Customer does not cancel or reschedule a class in accordance with this section.
iv. For cancellation of Private Events: Courses must be rescheduled before the expiration date of the pre-purchased Private Event. If the Customer cancels a course less than ten (10) business days before the start date, the Private Event is considered consumed in full cannot be used to schedule a further private course. Private Events booked through Ping Identity’s authorized training partners (ATP) are governed by the ATP’s own policies regarding rescheduling and cancellations. Ping Identity reserves the right to withdraw access to the course material related to the applicable purchased course in the event the Customer does not cancel or reschedule a class in accordance with this section.
i) If Ping Identity or its authorized training partners deem it necessary to cancel or reschedule a course, Ping Identity shall endeavour to provide Customer at least five (5) business days’ notice. In the event of cancellation or reschedule by Ping Identity or its authorized training partners, Customer must reschedule for the same course within the same Subscription Term or with a valid Training Credit; provided, however if Customer is not able to do so, Customer shall be eligible for a seat for the same course free of charge up to three (3) months after the expiration of the Subscription Term or applicable Training Credits.
j) Any support requests related to the training submitted within the Subscription Term will be managed by the Ping Identity training team and shall be sent to training@pingidentity.com. For the sake of clarity, support for training services shall not be governed by Ping Identity’s support policy.
11. Sandbox
The FIP-Cloud-Additional Sandbox licensed on an Order Form is a standalone environment that is separate from the development, staging and production environments. This Sandbox entitles Customer to access and use one (1) non-production environment of the PingOne Advanced Identity Cloud, expressly without any personally identifiable information, solely for Customer's non-production use (the "Sandbox Environment").
The Sandbox Environment is provided "as-is" and without warranty of any kind. Ping Identity disclaims all warranties whether express, implied or statutory. Ping Identity shall not have any liability arising out of or relating to Customer's use of the Sandbox Environment, or Customer's use of any implementation or configuration recommendations, techniques, or other information provided to Customer.
12. Professional Services Packages
a) Common Terms. All Ping Identity Professional Services Packages are subject to the following:
i) Ping Professional Services Packages offer a pre-defined set of activities, including product guidance and technical assistance for currently available functionality as further described in the Documentation.
ii) Professional Services may be delivered remotely or on-site, during regular business hours in the time zone where the individual delivering the Professional Services is located.
iii) Any document deliverables will be provided via a standard Ping Identity template.
iv) Subject to mutual availability, Ping Identity and Customer will schedule a project kick off meeting where a delivery schedule will be established.
v) Ping Identity will reserve resource(s) solely for the Customer based upon an agreed-upon schedule. Once Customer has reserved a Professional Services resource, the reserved hours will be drawn down regardless of whether Customer utilizes those hours.
vi) Customer will be responsible creating project plans and managing Customer’s broader technology initiatives.
vii) Assignment of Ping resources is subject to availability. Customer acknowledges that Ping Identity may subcontract some or all performance of Professional Services to a Ping Identity partner and consents to such subcontracting.
b) Common Exclusions. The Professional Services packages exclude the following activities:
i) Configuration, implementation, development or design of any product, system or device not licensed by Ping Identity hereunder.
ii) End-to-end integration testing.
iii) Interoperability testing of third-party up-and-down-stream systems.
iv) Assisting with user acceptance, functional and performance testing.
v) Development or modification of any customer-provided UI / UX components.
vi) Acceleration of product roadmap or configuration, functionality, flows or integrations not found in the Documentation.
vii) Creation of any customer code components. Customer may, however, request that Ping Identity provide sample code, scripts, or connectors (collectively, “Sample Code”). Customer shall, at its sole option, diligence, test, and determine use for the Sample Code. Ping Identity will have no liability arising or relating to Customer’s use, implementation, or configuration of Sample Code in any deployment. For the avoidance of doubt, any Sample Code provided hereunder is expressly excluded from Ping Identity’s indemnity or support obligations under the Agreement.
viii) Any DevOps activities.