Email Next, share your goals*Are you planning an identity migration project?* Yes, in 1-3 monthsYes, in 4-6 monthsYes, in 6+ monthsNo set plansI don't know*What modern Cloud Identity Provider are you interested in migrating to?* Amazon CognitoAuth0ForgeRock Identity PlatformGoogle Identity PlatformMicrosoft Azure ADOktaPing FederateOther (describe)*Other**What version of SiteMinder are you running?* 12.8Other (Please Describe)*Which other SiteMinder are you using?HiddenAgrement Contenthttps://strata.io/discovery-tool/agreement/ Maverics Identity Discovery Tool Terms of Use IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING THIS PROPRIETARY SOFTWARE. BY CLICKING “I AGREE” OR BY OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SOFTWARE. These Maverics Identity Discovery Tool Terms of Use are entered into by and between Strata Identity, Inc. (“Strata”) and you, or if you represent a business entity or other organization, that entity or organization (in either case, “you”). These Maverics Identity Discovery Tool Terms of Use are referred to herein as the “Agreement”. You and Strata may be referred to herein as a “party” or the “parties”. This Agreement governs your access to and use of the Software (defined below). BY ACCESSING OR USING THE SOFTWARE, YOU REPRESENT AND WARRANT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH STRATA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER. PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY STRATA IN ITS SOLE DISCRETION AT ANY TIME. Unless otherwise stated, any modifications will be effective upon notice. You will be deemed to have agreed to any and all modifications through your continued use of the Software following such notice. 1. Software Strata or its licensors are the exclusive owners of Strata’s Maverics Identity Discovery Tool (“Software”), and all databases, software, hardware, and other technology used by or on behalf of Strata to operate the foregoing, and the structure, organization, and all underlying data, designs, text, graphics, images, information, code and other content (“Strata Technology”), and all documentation and materials related to the foregoing (“Documentation”). Strata retains all right, title and interest in and to the Software, the Strata Technology, and the Documentation. 2. License Grant Subject to the terms and conditions of this Agreement, Strata hereby grants you a limited, perpetual, non-exclusive, revocable, non-transferable, non-sublicensable license to install and run one instance of the Software, solely in accordance with the Documentation. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. 3. Termination Strata may terminate this Agreement at any time by notifying you. You may terminate this Agreement at any time by discontinuing your usage of the Software. Upon termination of this Agreement, all license rights granted in shall immediately terminate and you must permanently delete all copies of such Software and Documentation in your possession. Upon termination, the following Sections shall survive: Software, Restrictions, Confidentiality, Indemnification Obligation, Limitation of Liability, and General. 4. Warranty Disclaimer YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK, AND THAT THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL DEFECTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRATA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. STRATA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND THAT (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; OR (D) THAT THE SOFTWARE WILL REMAIN AVAILABLE. STRATA DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIRD PARTIES, EXPRESS OR IMPLIED. Strata reserves the right to discontinue or alter any part of the Software, and to modify or remove any of the foregoing, at any time or in its sole discretion, without notice or explanation. 5. Restrictions You acknowledge that the Software and the structure, organization, and source code thereof constitute valuable trade secrets and confidential information of Strata. Accordingly, except as expressly permitted by the license grant above, you will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works of the Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (d) otherwise use or copy the Software; (e) access or use the Software in order to build similar or competitive software; or (e) remove or destroy any copyright notices or other proprietary markings contained in or on the Software. 6. Confidentiality “Confidential Information” means all information of a party (“Disclosing Party”) disclosed or made available to the other party (“Receiving Party“) that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. Without limitation, Strata’s Confidential Information includes the Software, Documentation, and this Agreement. The Receiving Party will: (a) not use the Disclosing Party’s Confidential Information for any purpose other than exercising its rights or performing obligations under this Agreement; (b) not disclose such Confidential Information to any third party, other than its (i) employees who have a “need to know” and (ii) professional advisers and actual or prospective investors, provided that such parties are bound by agreements respecting such Confidential Information in accordance with this Section; and (c) use reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, to the extent permitted by applicable law, it will first give written notice of such requirement to the Disclosing Party, and permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Further, this Section will not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt; (b) is or has become public knowledge or publicly available through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party acknowledges that unauthorized disclosure of Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity. 7. Limitation of Liability IN NO EVENT WILL STRATA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OR CORRUPTION OF DATA OR LOSS OF PROFITS, ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF STRATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF STRATA ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $0. YOU AGREE THAT STRATA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 8. Your Indemnification Obligation You agree to indemnify and hold harmless Strata, its affiliates, officers, employees, agents, service providers and partners from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) relating to or arising from (a) your violation (or violation by anyone using the Software with your authorization) of this Agreement or any applicable laws; (b) your violation of any rights of a third party, including, without limitation, intellectual property or proprietary rights (or such violation by anyone using the Software with your authorization); (c) your willful misconduct, or the willful misconduct of anyone using the Software with your authorization; or (d) your use or reliance on the Software. Strata reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Strata in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of this Agreement or your license to the Software. 9. General This Agreement is the entire understanding and agreement of the parties, and supersedes all previous and contemporaneous understandings, agreements, proposals, or representations, written or oral, between the parties, as to the subject matter hereof. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. You may not assign any rights or obligations arising under this Agreement and any assignment shall be void. Each party shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time. This Agreement will be governed by the laws of the State of Colorado without giving effect to its principles of conflict of laws. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party.Maverics Identity Discovery Agreement* I AGREEBy checking this box, you confirm you have read and agree to the Maverics Identity Discovery Agreement.Please complete all (*) required fields.
