SailPoint's Beta and Early Access Program Terms

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EARLY ADOPTER PROGRAM TERMS (V.20250325)

PLEASE READ THESE EARLY ADOPTER PROGRAM TERMS (the “Terms”) BEFORE PARTICIPATING IN THE EARLY ADOPTER PROGRAM (“EA Program”) OR USING ANY TEST PRODUCTS PROVIDED BY SAILPOINT TECHNOLOGIES, INC. OR ITS AFFILIATES (collectively, “SailPoint”). BY ACCEPTING THESE TERMS OR ACCESSING OR USING TEST PRODUCTS, YOU, ON BEHALF OF THE ENTITY YOU REPRESENT (the “User”) AGREE TO THESE TERMS AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF USER. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT PARTICIPATE IN THE EA PROGRAM OR ACCESS OR USE ANY SAILPOINT PROGRAM MATERIALS (DEFINED BELOW). SAILPOINT RESERVES THE RIGHT TO UPDATE OR MODIFY THESE TERMS FROM TIME TO TIME BY SENDING YOU A NOTIFICATION, POSTING NEW TERMS ON OUR WEBSITE OR IN AN EA PROGRAM PORTAL, OR BY ANOTHER METHOD. YOU UNDERSTAND AND AGREE THAT IF YOU USE THE PROGRAM MATERIALS AFTER THE DATE ON WHICH THESE TERMS HAVE CHANGED, YOUR USE WILL BE DEEMED AN ACCEPTANCE OF THE UPDATED TERMS.

WHEREAS, SailPoint is the provider of certain software and/or SaaS offerings (the “Paid Offerings”);

WHEREAS, User is a SailPoint customer or partner with respect to the Paid Offerings, pursuant to either a customer agreement or other agreement, as applicable (the “Primary Agreement”); and

WHEREAS, User desires to join the SailPoint EA Program to obtain early access to certain features and products pursuant to these Terms.

1. DEFINITIONS
As used in these Terms:
“Authorized Individual” means an employee or independent contractor of User that User authorizes, and SailPoint has granted authorization for such individual, to use the Test Products on User's behalf.
“User Data” means all data and other information, if any, that is submitted by or on behalf of User to the Test Products for storage in a data repository in the course of using the Test Products.
“User Personal Data” means all User Data relating to an identified or identifiable natural person, household or device.
“Documentation” means the user guides, online help, and release notes, provided or made available by SailPoint to User regarding the use or operation of the Test Products.
“DPA” means a data processing addendum entered into by and between SailPoint and User in connection with the Primary Agreement; provided, however, that if no data processing addendum has been entered into in connection with the Primary Agreement, “DPA” means SailPoint's data processing addendum located at https://www.sailpoint.com/legal/customer-agreements/.
“Beta Environment” means a SailPoint non-production sandbox instance or tenant made available to User under the EA Program.
“Program Materials” means the Beta Environment and Test Products.
“Required Software” means, if applicable to certain Test Products, a virtual machine that connects User's target sources using public APIs, connectors, and integrations to such Test Products. If applicable, Required Software will be identified in the relevant Documentation.
“Sensitive Data” means any data that constitutes sensitive personal data or like terms under applicable data privacy laws, intellectual property, proprietary business models, and any data which may be subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, the Payment Card Industry Data Security Standards, or similar laws, including social security or other government-issued identification numbers, medical or health information, account security information, individual financial account information, credit/debit/gift or other payment card information, account passwords, individual credit and income information.
“Test Products” means software or services (or any features thereof) designated as “beta” in the Documentation or otherwise by SailPoint, any pre-release, developer preview, limited access, or early access software or services (or any features thereof), any software or service deployed in a Beta Environment or anything to which User is provided access pursuant to these Terms, as part of the EA Program.

2. EA PROGRAM
2.1. Purpose and General Responsibilities. By participating in the EA Program, Users agree to access and use Program Materials for the sole purpose of User's internal evaluation of and feedback about the Test Products. User acknowledges and agrees that the Test Products are provided on an “as is” or “as available” basis, and there shall be no maintenance, technical or other support by SailPoint for the Test Products.
2.2. Access. During the Term, SailPoint grants User a limited, non-exclusive, non-transferrable, non-sublicensable right to access and use the Program Materials in accordance with the Documentation, in each case subject to these Terms.
2.3. Required Software. User acknowledges that certain Test Products may require installation of Required Software prior to use. User agrees to install such Required Software, including any required updates if and when available. To the extent applicable, SailPoint hereby grants to User a limited, non-exclusive, non-transferable, non-sublicensable license to install, execute, copy, display, or otherwise use the Required Software in accordance with the Documentation, solely in connection with such Test Products, during the Term, in each case subject to these Terms.
2.4. Authorized Individuals. User will cause Authorized Individuals to abide by these Terms. Any action or omission of an Authorized Individual, which, if attributable to User would constitute a breach of these Terms by User, will be deemed to be a breach of these Terms by User. SailPoint may terminate or suspend any Authorized Individual's access to the Test Products for any breach without notice.

3. USER RESPONSIBILITIES AND RESTRICTIONS
3.1. Test Product User Responsibilities. User is responsible for all activities conducted by it or through the accounts of its Authorized Individuals on the Program Materials. Except for SailPoint's obligations described in Section 8 (Confidentiality) and Section 9 (Data Security and Processing), with respect to Program Materials, User shall (i) have sole responsibility for the accuracy, security quality, and legality of the User Data and the means by which User acquired the User Data and the right to provide the User Data for the purposes of these Terms (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the User Data for the purposes contemplated in these Terms); (ii) be responsible for the security and confidentiality of User's and its Authorized Individuals' account information; (iii) be responsible for maintaining a back-up of all User Data; and (iv) prevent unauthorized access to, or use of, the Test Products, and notify SailPoint promptly of any such unauthorized access or use.
3.2. Compliance with Laws. User shall comply with all applicable local, state, national, and foreign laws, rules, and regulations (“laws”) in connection with its use of the Program Materials, collection and other processing of all User Data (if applicable), and performance under these Terms, including laws related to employment, data privacy and protection, and international activities. User acknowledges that SailPoint exercises no control over any User Data transmitted by User or Authorized Individuals to or through the Program Materials. SailPoint may impose limits on the use or access to the Test Products as required by law.
3.3. Restrictions. User and its Authorized Individuals shall not, and shall not permit any third party to: (i) copy or republish the Program Materials; (ii) make the Program Materials available to any person other than Authorized Individuals; (iii) rent, lend, sell, sublicense, or use the Program Materials to provide service bureau, time-sharing or other services to third parties; (iv) send or store in the Program Materials any Sensitive Data, which such Sensitive Data is not necessary for SailPoint to provide the Program Materials, or connect to the Program Materials in any country that has data residency or data transmission restrictions, including, but not limited to, Russia and the People's Republic of China; (v) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to or in connection with the Program Materials; (vi) send or store infringing, offensive, harassing or otherwise unlawful material in connection with the Program Materials; (vii) modify or create derivative works based upon the Program Materials or Documentation; (viii) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Program Materials or Documentation; (ix) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code used or embodied in the Program Materials, which for the avoidance of doubt includes the related algorithms, methods, and techniques; (x) discuss the Program Materials with anyone other than individuals within SailPoint's or the User's organization or designated in writing by SailPoint; (xi) take “screen shots” or otherwise attempt to record or document the interface or functionality of the Program Materials; provided, that the foregoing shall not restrict User or its Authorized Individuals from (y) providing “screen shots” or other documentation regarding the functionality of the Program Materials to individuals within the User organization who reasonably need to access such documentation for purposes of evaluating the Test Products or (z) disclosing such documentation to SailPoint in connection with User's provision of Feedback pursuant to Section 4.3 of these Terms; (xii) access or use the Program Materials or Documentation for benchmarking purposes or in order to build a similar or competitive product, or (xiii) exploit the Program Materials or Documentation in any unauthorized way whatsoever, including by trespassing or burdening network capacity. If for some reason these restrictions are prohibited by applicable law or by an agreement SailPoint has with one of its licensors, then the activities are permitted only to the extent required to comply with such law or agreement.
3.4. Limitations; Data Transfer. SailPoint prohibits the use of Program Materials for purposes of supporting critical functions of User's business or operations, including in connection with User's production information technology environment. User acknowledges and agrees that the Test Products may be discontinued at any time and that any User Data provided through the Program Materials prior to such discontinuation may not be capable of being transferred to a Paid Offering or of otherwise being retained by SailPoint for use or access by User. User acknowledges that access to Test Products under the EA Program does not guarantee access or availability to the same in the future, and SailPoint has no obligation to announce, introduce or develop the Test Products or any similar compatible product, or to continue to offer access thereto in the future, whether as a Paid Offering or otherwise. User further acknowledges that the development, release, and timing of any features or functionality of any SailPoint products that are not currently available remains at SailPoint's sole discretion and User should not rely on such information in making a purchase decision.

4. INTELLECTUAL PROPERTY
4.1. Ownership and Reservation of Rights of SailPoint Intellectual Property. SailPoint, its affiliates and its licensors own and, except for the limited rights expressly granted to User under these Terms, retain all right, title, and interest in and to the Program Materials, Documentation and any other materials provided by SailPoint or its licensors under these Terms, including all modifications and derivative works related thereto, regardless of whether created by SailPoint or User, and intellectual property rights in the foregoing. No rights are granted to User under these Terms other than expressly set forth in these Terms.
4.2. Rights in User Data. As between SailPoint and User, User owns any User Data. To the extent applicable with respect to the Test Products or Beta Environment used by User, User hereby grants and agrees to grant to SailPoint and its affiliates a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, transmit, display, and process the User Data as reasonably necessary to (a) provide the Test Products or Beta Environment to User and (b) monitor, modify, and improve (including develop) the Test Products.
4.3. Feedback. To the extent User or any of its Authorized Individuals provides any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Test Products or EA Program, or User's experience with the Test Products or EA Program, such as testimonials (“Feedback”), User hereby grants to SailPoint a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner SailPoint sees fit without accounting or other obligation. User further agrees to cooperate with SailPoint by proactively providing Feedback and otherwise participating in the Feedback process in any way that SailPoint may reasonably request.
4.4. Usage Data. SailPoint may collect and retain, during and after the Term for purposes of SailPoint's business, usage data that is derived from the operation of the Program Materials, including patterns identified through the use of the Test Products or Beta Environment and algorithms, log data and data regarding the performance and availability of the same (“Usage Data”). If SailPoint provides Usage Data to any third party, such Usage Data shall be aggregated and anonymized so as not to disclose User's or any Authorized Individual(s) identity.

5. FEES
5.1. During the Term, the Test Products are available on a free trial basis, unless User is notified otherwise by SailPoint. Continued use of the Test Products after the Term may be subject to a subscription fee or other payment. If such fee applies, User must request use of such Test Products from SailPoint under terms and conditions separate from these Terms.

6. TERM, SUSPENSION, AND TERMINATION
6.1. Term. The term of these Terms (the “Term”) shall begin on the date that User accepts these Terms and continues until the EA Program has expired or terminated, or until these Terms have been terminated. These Terms, the EA Program, and the Test Products may be modified or terminated at any time by SailPoint for any reason Without prior notice. SailPoint may limit, suspend or terminate User's participation in the EA Program (or User access to Test Products or Beta Environment) at any time in its discretion. User's breach of these Terms may result in immediate suspension or termination of use of the Test Products or Beta Environment, or termination of User's participation in the EA Program.
6.2. Retrieval of User Content. SailPoint shall have no obligation to maintain or provide any User Data from Test Products or Beta Environment upon expiration or termination of these Terms. SailPoint will not be required to remove copies of the User Data from its backups until such time as the backup copies are scheduled to be deleted in the normal course of business; provided that in all cases SailPoint will continue to protect the User Data in accordance with Section 8 (Confidentiality).
6.3. Effect of Termination. Upon expiration or termination of these Terms, all access to the Test Products and, if applicable, licenses to the Required Software granted to User under these Terms shall immediately terminate and User will cease using the Test Products and SailPoint Confidential Information. Sections 3.3 (Restrictions), 4 (Intellectual Property), 6.3 (Effect of Termination), 7 (No Warranties), 8 (Confidentiality), 10 (Indemnification), 11 (Limitations of Liability), and 12 (General Provisions) shall survive the expiration or termination of these Terms for any reason.

7. NO WARRANTIES
7.1. Disclaimer. THE PROGRAM MATERIALS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND USER'S PARTICIPATION IN THE EA PROGRAM IS AT ITS SOLE RISK. To the maximum extent permitted by law, SailPoint makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all warranties of fitness for a particular purpose, merchantability, accuracy of informational content, systems integration, non-infringement, non-interference with enjoyment or otherwise. SailPoint does not warrant that the Program Materials will be error free or uninterrupted, nor does SailPoint warrant that it will preserve or maintain any User Data without loss. SailPoint has no support obligations for the Program Materials under these Terms and is not responsible for any downtime or other issues that may arise within User's information technology environment (including within third party business applications used by User) in connection with the Program Materials.
7.2. Third Party Services for Test Products. The Test Products may integrate with, link to, or otherwise allow User to export User Data to, products and/or services offered by third parties (“Third Party Services”). SailPoint has no control over, does not endorse and is not responsible for such Third Party Services. To the extent User elects to export User Data from Test Products to any Third Party Services, User acknowledges and agrees that SailPoint will not be responsible or liable for any damage or loss to such User Data resulting from User's use of, or reliance on, Third Party Services. In addition, SailPoint will not be responsible or liable for any damage to, or disruption of, Third Party Services that occurs as a result of User exporting User Data to such Third Party Services or otherwise in connection with User integrating Third Party Services with the Test Products. User further acknowledges and agrees that the foregoing shall in no way limit the warranty disclaimers provided in Section 7.1. User's use of Third Party Services is subject to the terms and conditions applicable to such Third Party Services.

8. CONFIDENTIALITY
8.1. As used in these Terms, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. The EA Program, Test Products (including the existence and functionality of the Test Products), the Documentation, business and marketing plans, technology and technical information, product designs, and business processes of SailPoint shall be the Confidential Information of SailPoint. User Data, if provided, shall be the Confidential Information of User.
8.2. “Confidential Information” does not include information that: (a) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that was not bound by confidentiality obligations to the Disclosing Party at that time; or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.
8.3. The Receiving Party shall not (a) use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under these Terms or (b) disclose such Confidential Information to any third party, except those of its employees, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a “need to know” in order to carry out the purpose of these Terms. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party.
8.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

9. DATA SECURITY AND PROCESSING
9.1. Data Processing Agreement. To the extent that SailPoint processes User Personal Data on the behalf of User as Data Processor (as defined in the DPA) in the course of providing Test Products pursuant to these Terms, the parties will comply with the DPA.

10. INDEMNIFICATION FOR USER DATA
10.1. User will defend SailPoint and its affiliates from any and all claims, demands, suits, or proceedings brought against SailPoint by a third party alleging a violation of a User's or third party's rights arising from or related to any User Data, including the User's provision of such User Data to SailPoint or its affiliates or their respective use of such User Data in connection with providing the Test Products in accordance with these Terms. User will indemnify SailPoint for all damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by User, in connection with an such claims, demands, suits, or proceedings.

11. LIMITATIONS OF LIABILITY
11.1. In no event shall SailPoint be liable to User for any, indirect, special, punitive or consequential loss or damage, including loss of profits, loss of business, loss of revenue, loss of or damage to goodwill, loss of savings (whether anticipated or otherwise) or loss of data. To the maximum extent permitted by law and notwithstanding any other provision of these Terms, SailPoint's aggregate liability to User shall not exceed one thousand dollars ($1,000).

12. GENERAL PROVISIONS
12.1. Assignment. User may not assign these Terms or otherwise transfer any right or obligation under these Terms, without SailPoint's prior written consent. Any attempt by a User to assign or transfer its rights or obligations under these Terms other than as permitted by this Section 12.1 shall be void and of no effect. These Terms shall be binding upon and inure to the benefit of the parties' successors and permitted assigns.
12.2. Notices. All notice under these Terms shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified mail, (b) when personally delivered, or (c) one (1) business day after deposit for overnight delivery with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries).
12.3. Equitable Relief. The parties agree that a material breach of Section 8 (Confidentiality) or Section 3.3 (Restrictions) would cause irreparable injury to the non-breaching party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.4. Entire Agreement. These Terms together with the documents incorporated herein by reference contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous oral and written communications, representation, understandings, and agreements by the parties concerning the subject matter of these Terms.
12.5. Export Laws. Export laws of the United States and any other relevant local export laws apply to the Test Products. User agrees that such export laws govern its use of the Test Products (including technical data) and any materials provided under these Terms, and User agrees to comply with all such export laws. User agrees that no data, information, software programs, or other materials resulting from Test Products (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
12.6. Independent Contractors, No Third Party Beneficiaries. The parties have the status of independent contractors, and nothing in these Terms nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in these Terms, neither party shall be responsible for the acts or omissions of the other party or the other party's personnel. Save as contained expressly herein, these Terms confers no rights upon either party's employees, agents, contractors, partners or customers or any other person or entity.
12.7. Publicity. User shall not issue any press releases or public statements regarding its use of the Test Products without the prior written consent of SailPoint. User agrees not to disclose to any third party (including disclosure via public reviews, Internet blogs or any other forum) that it is using the Test Products, any Feedback, problems, or other information about the Test Products, or the technology underlying the Test Products, in each case without the prior written consent of SailPoint. SailPoint may include User's name and logo in its marketing collateral, including on its website, in connection with the Feedback. Where applicable, SailPoint shall use User's name and logo in accordance with User's standard trademark usage guidelines.
12.8. Governing Law and Severability. This Agreement is governed by the laws of the State of Texas, excluding any of its conflict of law principles that would apply laws of another jurisdiction, and the exclusive venue for any dispute relating to this Agreement shall be the courts located in Austin, Texas. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If any term of these Terms is held to be invalid or unenforceable, that term shall be reformed.
12.9. Anti-Bribery/Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms. If either party learns of any violation of the foregoing restriction, such party will use reasonable efforts to promptly notify the other party.