SOFTWARE LICENSE AGREEMENT

PING IDENTITY CORPORATION (“PING”) IS WILLING TO LICENSE THE PINGFEDERATE SOFTWARE AND
DOCUMENTATION (THE “SOFTWARE”) TO THE PERSON OR ENTITY THAT HAS RECEIVED THE REQUIRED LICENSE
KEYS (EACH, A “LICENSE KEY”) AND ACCEPTS THIS LICENSE (“LICENSEE”) ONLY ON THE CONDITION THAT
LICENSEE AGREES TO ALL OF THE TERMS IN THIS SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”).
IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE “COMPANY”) AND ARE ENTERING INTO THIS
AGREEMENT TO OBTAIN THE SOFTWARE FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, YOU
HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND THAT YOU HAVE THE
AUTHORITY TO BIND THE COMPANY AS “LICENSEE” TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. PingInstallation. The Software may be installed as a cluster of runtime servers with an associated
administrative console. Each such initial installation is a “PingInstallation” and requires a separate License Key.
The Software’s administrative console must be kept active as a standalone server or as part of a server processing
Transactions.
2. Evaluation License. The Evaluation License entitles Licensee’s organization to an unlimited number of
PingInstallations on equipment on which the Software has not been previously installed. As further described in
Section 6 below, each PingInstallation is licensed for a period set at key distribution. When a PingInstallation
reaches the expiration date, the Software will automatically discontinue processing transactions, unless Licensee
purchases a perpetual or subscription license as provided in Section 6 below. Ping is not liable for any operational
costs or other liability incurred by Licensee as a result of the Software shutting-down once the expiration date is
reached. An Evaluation License can be used for development, pilot or production purposes. Ping reserves the right
to deny additional License Keys and to audit any Licensee that appears to be violating the spirit of this Agreement.
Violations include: migrating configurations of the Software from one server to another to avoid a license fee,
tampering with the server time clock, failure to disclose the true identity of the organization running the Software,
or repeat License Key requests from the same Licensee to reinstall the Software on equipment on which a
PingInstallation was previously installed. Special circumstances or requests will likely be approved by Ping but
Licensee must use best efforts to report any activity that could violate the spirit of this Agreement.
3. License. Subject to the terms and conditions of this Agreement, including without limitation, the payment
of all applicable license fees in accordance with Section 6 below, Ping hereby grants Licensee a limited, non-
exclusive license to install the Software, in machine-readable form only, for the number of PingInstallations for
which Licensee has been issued License Keys, and to use the Software solely for Licensee’s own internal business
use to execute transactions on each PingInstallation, all in accordance with the instructions, specifications and
documentation provided with the Software. In addition, Ping hereby grants Licensee a sublicense under certain
patents relating to SAML and owned by RSA Security, Inc., solely as necessary to use the Software as permitted
hereunder.
4. Restrictions. Except as expressly permitted by this Agreement, Licensee will not, and will not allow any
third party to: (a) modify, adapt, alter, translate, or create derivative works of the Software or merge the Software
with other software; (b) distribute, sell, resell, lend, loan, lease, rent, operate as a service bureau, managed service
license, sublicense or transfer the Software or any component to a third party; (c) reverse engineer, decompile,
disassemble, operate as a service bureau or managed service, or otherwise attempt to derive the source code for the
Software (except and only to the extent that such activity is expressly permitted by applicable law notwithstanding
this limitation); (d) knowingly take any action that would cause the Software (including any License Keys) to be
placed in the public domain; (e) remove, alter or obscure any confidentiality or proprietary notices of Ping, its
licensors or suppliers included in the Software; (f) otherwise use or copy the Software except as expressly allowed
under Section 4; or (g) disclose or publish performance benchmark results for any of the Software’s components.
Licensee will not allow any access to or use of the Software by anyone other than Licensee, or its employees or
agents, and any such use must be consistent with the terms, conditions and restrictions set forth in this Agreement.
5. Third Party Software. Certain third party software components (“Third Party Software”) included with
the Software are subject to the GNU Lesser General Public License (“LGPL”) or other “open source” or “free
software” licenses. Each item of Third Party Software is licensed under the terms and conditions that apply to such
Third Party Software, which may vary from those set forth in this Agreement. The file Legal.pdf, which is located
in the “docs” directory of the Software, indicates the specific terms and conditions applicable to each Third Party
Software component. Such terms and conditions apply only to those Third Party Software components with which
they are expressly identified and will have no effect on the terms and conditions of Licensee’s rights to use any
other components of the Software. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee
rights to supersede, the specific terms and conditions applicable to the individual Third Party Software components.
In particular, nothing in this document restricts Licensee’s right to copy, modify and distribute that Third Party
Software subject to the terms of the LGPL. As required by the terms of the LGPL, Ping makes the Third Party
Software provided under the LGPL and Ping’s modifications to that Third Party Software available for download at
www.pingidentity.com.
6. License Fees. The Software is licensed on a per PingInstallation basis, with a set expiration date. Time in
use are counted independent of the version of Software or any Updates (as defined in “Updates” section below)
installed across a particular PingInstallation and do not reset when Updates are applied. The first evaluation term of
of the Software executed by a particular PingInstallation are provided at no charge. For use of the Software beyond
the evaluation term per PingInstallation, Licensee must obtain a separate perpetual or subscription License from
Ping. The Software incorporates automatic shutdown features as described in Section 2 above. When a
PingInstallation reaches the expiration date, the server will automatically discontinue to process transactions. A
perpetual or subscription License for additional usage or subscription time can be purchased from Ping at any time
by contacting Ping Sales at [email protected] or http://www.pingidentity.com. Licensee is responsible for
paying Ping the required fees, and applicable taxes, for any use of the Software beyond the evaluation term.
7. Updates. Ping, from time-to-time, in its sole discretion, may make available for download (or via other
distribution methods), patches, updates or upgrades (collectively “Update(s)”) for the Software. Licensee may use
the Updated Software to execute any remaining balance of the evaluation term provided for under this Agreement.
Any such Update that Licensee elects to download and install will be part of the Software and subject to the terms
of this Agreement. Updating the Software does not entitle Licensee to any additional time use above and beyond
the evaluation term limit provided by this Agreement. For use of the Software beyond the evaluation term per
PingInstallation, Licensee will be required to obtain a separate paid perpetual or subscription License from Ping, at
which time, a new License Key will be issued. Ping reserves the right to refuse to provide Updates or License Keys
for any installation of the Software for which Licensee has not paid the applicable license fees for time in excess of
the time limits per PingInstallation set forth in this Agreement.
8. Audit. Ping will have the right, upon reasonable prior written notice to Licensee and at a mutually
agreeable time, to have an independent audit firm selected by Ping, audit Licensee’s equipment on which the
Software is installed, and all related back-up files, to verify compliance with the time, or usage in accordance with a
perpetual or subscription purchase, per PingInstallation limits set forth in this Agreement, or order form. Any such
audit will be conducted during normal business hours in a manner so as not to unreasonably interfere with
Licensee’s normal operations. The audit will be conducted at Ping’s expense, unless the audit reveals that Licensee
has failed to pay license fees consistent with its use of the Software, in which case Licensee will reimburse Ping for
all reasonable costs and expenses incurred by Ping in connection with such audit, together with any applicable
license fees.

9. Ownership. Ping, its licensors and suppliers, own and retain all right, title and interest in and to the
intellectual property rights in the Software and any derivative works thereof, subject only to the limited license
expressly granted to Licensee under this Agreement. Any rights not expressly granted to Licensee under this
Agreement are reserved by Ping, its licensors and suppliers.
10. Support Services. Ping is under no obligation to support the Software in any way or to provide to
Licensee any modification, error correction, bug fix, new release or other update to or for the Software, unless
licensee has executed a contract with Ping for such services. Support services are available from Ping under a
separate support services agreement or in connection with certain license fee pricing packages. Please contact Ping
Support at [email protected] or go to http://www.pingidentity.com/ for further information regarding
Ping’s currently available support packages.
11. Term. The Term of this Agreement will be for the evaluation term, unless Licensee has paid for a
perpetual or subscription license from Ping Identity, then the term will be as per the terms of the executed order
form. In any event, the Agreement will terminate immediately upon notice to Licensee if Licensee materially
breaches any term or condition of this Agreement. Licensee agrees upon termination to promptly destroy the
Software and all copies thereof.
12. DISCLAIMERS OF WARRANTY. UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT OR BY A WRITTEN
AGREEMENT BETWEEN PING AND LICENSEE WHICH HAS BEEN PROPERLY SIGNED BY BOTH PING AND LICENSEE, THE
FOLLOWING DISCLAIMER OF WARRANTIES OF THE SOFTWARE APPLY. LICENSEE EXPRESSLY ACKNOWLEDGES AND
AGREES THAT USE OF THE SOFTWARE IS AT ITS SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT
WARRANTY OF ANY KIND AND PING EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PING DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION AND
RESULTS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL
BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY
LICENSEE. FURTHERMORE, PING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF CORRECTNESS OR
ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY PING OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE (AND NOT PING OR ITS
AUTHORIZED REPRESENTATIVES) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION.

MOREOVER, PING DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE EXERCISE OF
LICENSE RIGHTS PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY CURRENT OR FUTURE INTELLECTUAL
PROPERTY RIGHTS OWNED BY PERSONS OTHER THAN PING. Ping makes no representation regarding the possibility
of any such infringement by use of the Software, either alone or when combined with products other than the
Software. Licensee hereby agrees that Ping has no duty to investigate nor to warn Licensee of any such possibility
of infringement by use of the Software when used alone or when combined with products other than the Software.
13. LIMITATION OF LIABILITY. IN NO EVENT WILL PING BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
SPECIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF PING HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, LIABILITY FOR
INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES MAY NOT BE EXCLUDED OR LIMITED, PING’S
LIABILITY FOR SUCH DAMAGES SHALL BE LIMITED TO THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
PING’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

14. U.S. Government End Users. If Licensee is a branch or agency of the United States Government, the
following provision applies. The Software is comprised of “commercial computer software” and “commercial
computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the
Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48
C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the
policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
15. Compliance with Laws. Licensee will comply with all applicable laws and regulations concerning its use
of the Software, including without limitation all applicable export and import control laws and regulations. In
particular, Licensee will not export or re-export the Software or the Documentation without all required
government licenses.
16. General. This Agreement will be governed by the laws of the State of Colorado in the United States of
America, without reference to any conflict of laws principles that would require the application of the laws of any
other jurisdiction. The federal and state courts for Denver County will have exclusive jurisdiction over any
disputes, claims or controversies arising out of or relating to this Agreement, and Licensee hereby irrevocably
waives any objection to the jurisdiction of such courts over any such dispute, claim or controversy. If any provision
of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and
the remaining provisions will remain in full force. Licensee may not assign or transfer, by operation of law or
otherwise, any of its rights under this Agreement to any third party without Ping’s prior written consent. Any
attempted assignment or transfer in violation of the foregoing will be null and void. Ping will have the right to
assign this Agreement without consent to any successor to its business or assets to which this Agreement relates,
whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement is the complete and
exclusive statement of the agreement between Ping and Licensee and supersedes any proposal or prior agreement,
oral or written, and any other communications between Licensee and Ping in relation to the subject matter of this
Agreement.
17. PUBLICITY AND PROMOTIONAL MATERIALS. Ping may, subject to Customer’s approval of content not
to be unreasonably withheld or delayed: (a) create a general contract announcement press release indicating that
the parties have entered into this Agreement; (b) use Customer’s business name and logo in written materials
identifying Ping’s customers and in other appropriate promotional materials; (c) identify Customer in applicable
case studies; and (d) identify Customer as a reference for prospective customers and the media (provided that
Customer shall not be obligated to comment in any way).
18. Contact Information. If Licensee has any questions about this Agreement, or if Licensee needs to contact
Ping for any reason, please direct all correspondence to: Ping Identity Corporation, 1099 18th Street, Suite 2950,
Denver, CO 80202, United States of America or email [email protected].
BY SELECTING THE “ACCEPT THE LICENSE AGREEMENT” RADIO BUTTON AND CLICKING THE NEXT BUTTON
BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND
BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS ABOVE, PING IS UNWILLING TO LICENSE THE SOFTWARE TO
YOU OR YOUR COMPANY, AND YOU SHOULD SELECT THE “REJECT THE LICENSE AGREEMENT” RADIO BUTTON AND
CLICK THE NEXT BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS.