Exhibit C PROGRAM PRODUCTS LICENSE TERMS

Transcription

1 Exhibit C PROGRAM PRODUCTS LICENSE TERMS This Exhibit C to the MobileIron Authorized Training Provider Program Agreement (the Agreement ) sets forth the terms and conditions applicable to Member s use of the Program Products. Capitalized terms not herein defined shall have the meaning set forth in the Agreement. 1. Certain Definitions. For purposes of this Exhibit C: Actual Device Count means the actual number of devices that are registered with specific Software. Documentation means the written and/or electronic release notes, end user or implementation guides, or technical documentation pertaining to specific Software or SaaS Product that is provided by MobileIron either directly or indirectly to Member together with the delivery of the On Premise Software or SaaS Product as applicable. Good Standing means Member has paid its applicable membership fees and meets the Membership Minimum Requirements, as defined in Exhibit B. Licensed Device Count means a maximum of 50 registered devices that Member may have at any time that are managed and/or monitored by specific Software licensed hereunder. For the avoidance of doubt, registered devices are those devices that have loaded any device Software and have not been retired (meaning unregistered). Malicious Code means any code that is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of a recipient s computer programs or computer systems or destroy or damage recipient s data in an unauthorized manner. Member means any employee or contractor of Member to whom Member provides a copy of any Software (or any component thereof) for use on behalf of and for the benefit of Member in accordance with the Agreement. Membership Fees means fees charged by MobileIron to Member for Member s participation in the Program. On-Premise Product means MobileIron s on-premise enterprise mobility management software and related applications. SaaS Product means one or more enterprise mobility management services and/or applications enabled by access to the mobile enterprise management software solution hosted by MobileIron and use of the SaaS Product Software related thereto. Software means, (A) if Member is using the SaaS Product, the object code version of proprietary computer programs provided by or through MobileIron to Member hereunder for use in connection with any SaaS Product, including the device-side software used on devices registered to any SaaS Product ( Device Software ) and any connector software and/or any other server-side software (e.g. MobileIron Sentry Software/virtual appliance/machine) (collectively, the Premise Software ), each of which may be delivered to Member for use in connection with any SaaS Product, and any Documentation, backup copies and updates, Upgrades, maintenance releases, or bug fixes to any of the foregoing provided to Member hereunder; or (B) if Member is using MobileIron s On-Premise Product, any object code version of proprietary computer programs provided by or through MobileIron hereunder, including any server-side, device-side, virtual machine and/or installer software to which Member has received an NFR license as part of the Program Benefits, and any Documentation, backup copies and Upgrades and/or modifications to any of the foregoing provided to Member hereunder. Products means the Software, SaaS Product, On-Premise Product, Documentation, and/or Training Materials. Program means the MobileIron Authorized Training Provider Program. Support and Maintenance Services has the meaning set forth in Exhibit C. Training Materials means written and/or electronic content and materials created, supplied, included, or provided by MobileIron to Member in connection with the Program, including without limitation, web content, videos, slides, PowerPoint files, PDFs and documents and further including any Translations (defined in Section 4.b below). 1

2 Upgrades means any updates, upgrades, enhancements, maintenance releases, bug fixes, error corrections, or modified versions of specific Software provided to Member in connection with the Agreement. 2. SaaS Products Terms and Conditions. If Member is using the SaaS Product, the following terms and conditions apply: a. Rights of Access and Use: Subject to the terms and conditions of the Agreement (including, without limitation, this Exhibit) and provided that Member is in Good Standing, during the applicable Membership Term, MobileIron grants to Member a non-exclusive, non-transferable and non-sublicensable right for Member to: (i) access and use the applicable SaaS Product; (ii) install, copy and use Premise Software in connection with the applicable SaaS Product on systems and equipment owned by, controlled by or managed on behalf of Member; and (iii) to install, copy and use Device Software in connection with the applicable SaaS Product on mobile devices used by Member, each solely for internal testing, demonstration to Students and training of Students, and solely in accordance with the applicable Documentation. Member may also maintain a reasonable number of copies of the applicable Software on its systems for backup and recovery purposes. b. Restrictions. As a condition to the license rights granted herein, Member shall not itself, and shall not authorize or permit any Student or other third party, to: (i) use the applicable SaaS Product, Software or any portion of the foregoing in excess of or beyond the applicable Membership Term, Licensed Device Count, or the feature set(s); or (ii) distribute, sell, license, provide or otherwise make available any SaaS Product, Software or any portion of the foregoing to third parties except to Students as expressly provided herein; or (iii) use any SaaS Product, Software or any portion of the foregoing to perform services for, or otherwise on behalf of, third parties, whether on a service bureau, SaaS, time sharing basis or otherwise except as otherwise expressly provided herein; or (iv) use any SaaS Product, Software or any portion of the foregoing to store or transmit Malicious Code or any infringing, libelous, other unlawful or tortious material, or other material in violation of any third party privacy or other rights; or (v) interfere with or disrupt the integrity or performance of any SaaS Product, Software or any portion of the foregoing or any third party data contained therein; or (vi) use any Software or any portion thereof on equipment, products, or systems not identified in Documentation; or (vii) modify any SaaS Product, Software or any portion of the foregoing or create derivative works based upon any SaaS Product, Software or any portion of the foregoing; or (viii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any SaaS Product, Software or any portion of the foregoing to human-readable form, except and only to the extent any foregoing restriction is prohibited by applicable law; or (ix) use any SaaS Product, Software or any portion of the foregoing in any way that is in violation of any applicable laws; or (x) alter or remove any proprietary notices or legends contained on or in any SaaS Product, Software or any portion of the foregoing; or (xi) copy or use any SaaS Product, Software or any portion of the foregoing, except as expressly authorized by the Agreement; or (xii) release, publish, and/or otherwise make available to any third party the results of any performance, functional or security evaluation of any SaaS Product, Software or any portion of the foregoing without the prior written approval of MobileIron; or (xiii) defeat or circumvent any controls of any SaaS Product, Software or any portion of the foregoing places on the number of devices supported; or (xiv) unbundle any component of any Software; or (xii) use the Documentation except for supporting Member s authorized use of the Software; or (x) employ or authorize a MobileIron Competitor to access or use the SaaS Product, the Software or Documentation, or to provide management, hosting, support or similar services with regard to the SaaS Product or Software without the prior written consent of MobileIron. Software may contain or be provided with open source libraries, components, utilities and other open source software (collectively, Open Source ), which Open Source may have applicable license terms as identified on a website designated by MobileIron or otherwise provided with the applicable Software or Documentation. Notwithstanding anything to the contrary herein, use of the Open Source shall be subject to the applicable Open Source license terms and conditions to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to Member hereunder but may contain additional rights). Member agrees that it is liable and responsible for any action or inaction of the Member s employees, contractors, affiliates and/or Students that are in violation of the terms of the Agreement. 3. On-Premise Product Terms and Conditions. If Member is using on the On-Premise Product, the following terms and conditions apply: a. License. Subject to the terms of the Agreement (including, without limitation, this Exhibit) and provided that Member is in Good Standing, MobileIron grants Member a nonexclusive, nontransferable, non- 2

3 assignable, non-sublicensable, revocable, limited right and license to use the Software (in executable code form) solely for internal testing, demonstration to Students and training of Student, and solely in accordance with the applicable Documentation. Member may also maintain a reasonable number of copies of the applicable Software on its systems for backup and recovery purposes. b. Restrictions. As a condition of the license granted herein, Member shall not itself, and shall not authorize or permit any Student or other third party to: (i) use any Software or any portion thereof in excess of the feature set(s), Membership Term, or Licensed Device Count; or (ii) copy or use any Software or any portion thereof, except as expressly authorized by the Agreement; or (iii) modify any Software or any portion thereof or create derivative works based upon any Software or any portion thereof; or (iv) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Software or any portion thereof to human-readable form, except and only to the extent any foregoing restriction is prohibited by applicable law; or (v) use any Software or any portion thereof in any way that is in violation of any applicable laws; or (vi) distribute, sell, license or otherwise provide any Software or any portion thereof to third parties except to Students as expressly provided herein; or (vii) use any Software or any portion thereof to perform services for third parties, whether on a service bureau, SaaS, time sharing basis or otherwise except as otherwise expressly provided herein; or (viii) release, publish, and/or otherwise make available to any third party the results of any performance, functional or security evaluation of any Software or any portion thereof without the prior written approval of MobileIron; or (ix) alter or remove any proprietary notices or legends contained on or in any Software or any portion thereof; or (x) defeat or circumvent any controls of any Software or any portion thereof places on the number of devices supported; or (xi) unbundle any component of any Software; or (xii) use the Documentation except for supporting Member s authorized use of the Software; or (xiii) employ or authorize a MobileIron Competitor to access or use the Software Software or Documentation, or to provide management, hosting, support or similar services with regard to the Software without the prior written consent of MobileIron. The Software may contain or be provided with Open Source, which may have applicable license terms as identified on a website designated by MobileIron or otherwise provided with the applicable Software or Documentation. Notwithstanding anything to the contrary herein, use of the Open Source shall be subject to the applicable Open Source license terms and conditions to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to Member hereunder but may contain additional rights). Member agrees that it is liable and responsible for any action or inaction of the Member s employees, contractors, affiliates and/or Students that are in violation of the terms of the Agreement. 4. Training Materials. The following terms and condition apply to Member s use of Training Materials. a. License. 1. Training Materials. Subject to the terms of the Agreement (including, without limitation, this Exhibit) and provided that Member is in Good Standing, MobileIron grants Member a nonexclusive, nontransferable, non-assignable, non-sublicensable, revocable, limited right and license to copy, distribute, use, display and perform the Training Materials solely for Member s internal training related to the Agreement, demonstration to Students and training of Students. Member may also maintain a reasonable number of copies of the Training Materials on its systems for backup and recovery purposes. 2. Translated Works. If Member would like to translate the Training Materials, Member must submit such request in writing to MobileIron. MobileIron may, in its sole discretion, determine whether to permit such translation. If MobileIron authorizes such translation in writing, then, subject to the terms and conditions of the Agreement (including, without limitation, this Exhibit) and provided that Member is in Good Standing, MobileIron shall be deemed to grant Member a nonexclusive, nontransferable, non-assignable, nonsublicensable, revocable, limited right and license to translate the Training Materials solely for Member s internal training related to the Agreement, demonstration to Students and training of Students ( Translations ), provided however that Member agrees that all Translations will be the sole and exclusive property of MobileIron. All elements in the Translations that are protected by copyright are works made for hire for which MobileIron is the author (as such first quoted term is defined by and such second quoted term given meaning by the United States Copyright Act of 1976, as amended). MobileIron will exclusively own the copyright in all such works upon their creation. To the extent that any aspect of such Translations is found as a matter of law not to be a work made for 3

4 hire as contemplated above, Member hereby irrevocably and unconditionally assigns to MobileIron all right, title, and interest worldwide in and to the Translations and all Intellectual Property Rights thereto. b. Quality Assurance. Member understands and agrees that MobileIron may, at MobileIron s discretion, edit and/or proofread Member s Translations as part of MobileIron s quality-assurance effort. If MobileIron provides Member with a revised Translation, Member will use that revised Translation for purposes of fulfilling its obligations under this agreement and will destroy or delete all copies of the original Translation. b. Restrictions. As a condition of the license granted herein, Member shall not itself, and shall not authorize or permit any Student or other third party to: (i) use any Training Materials or any portion thereof in excess of the restrictions/limitations described in the Agreement; or (ii) copy or use any Training Materials or any portion thereof, except as expressly authorized under the Agreement; (iii) use any Training Materials or any portion thereof in any way that is in violation of any applicable laws; or (iv) publish, perform, display, distribute, sell, license or otherwise provide any Training Materials or any portion thereof to third parties, except as expressly provided herein; or (v) alter or remove any proprietary notices or legends contained on or in any Training Materials or any portion thereof. Member agrees that it is liable and responsible for any action or inaction of the Member s employees, contractors, affiliates and/or Students that are in violation of the terms of the Agreement. 5. All Products. The following terms and conditions apply to all Products. a. Not for Resale. The Products provided to Member by MobileIron are 'Not for Resale' ("NFR"). The Products are provided by MobileIron to Member: (i) subject to the terms of the Agreement (including, without limitation, this Exhibit) and (ii) only for initial testing, demonstration to Students and training of Students and for no other purpose. Student means any person who is (a) not a MobileIron Competitor; and (b) subject to obligations of confidentiality and non-use that are no less restrictive than the confidentiality terms described in the Agreement. Member will be bound by the following terms and conditions and any terms and conditions distributed with or as part of the Products; IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS DISTRIBUTED WITH OR AS PART OF THE PRODUCTS AND THE AGREEMENT (INCLUDING ANY EXHIBITS TO THE AGREEMENT), THE TERMS OF THE AGREEMENT SHALL PREVAIL WITH RESPECT TO SUCH CONFLICT. IF MEMBER DOES NOT AGREE TO SUCH TERMS AND CONDITIONS, MEMBER SHALL NOT USE SUCH PRODUCTS. b. Prohibitions. The Products may not be resold, transferred or otherwise distributed to third parties. The rights provided herein cannot be expanded by combining with benefits that Member may have under other agreements with MobileIron. Any and all licenses to Products will expire as of the expiration or termination of the Agreement. Any Products installed on or copied to the personal computer, system or device of a Member employee, must be removed if such employee ceases to be employed by Member. Training Materials are provided in electronic format and, subject to Member s confidentiality obligations the Agreement. Member may only print, copy or otherwise reduce to tangible format Training Materials and Documentation for its own internal use in accordance with the Agreement. c. Ownership and Reservations. The Products contain proprietary material of MobileIron (and/or material that other suppliers have licensed to MobileIron for use in the Products), which is protected by copyright and other laws concerning intellectual proprietary rights. As between the parties, MobileIron retains all right, title, and interest in and to the Products and any modifications or improvements thereof, by whomever made. There are no implied licenses granted by MobileIron under the Agreement. Except as expressly stated herein, Member shall have no rights to the Products. Member acknowledges and agrees that the Products (and the licensed materials contained therein) are highly proprietary in nature and that unauthorized use, reproduction, alteration, enhancement, modification, derivative works of, display, publication, disclosure, distribution, rental, sublicense, lease, sale, transfer, assignment of any Products to third parties or any other use of any Products for any purpose other than for demonstration to Students and training of Students as permitted under the Agreement may cause MobileIron and/or its licensors and suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach of the Agreement by Member, its Students, its customers, its affiliates, or any third party, may be enforced by MobileIron and/or any of its licensors and suppliers who may seek equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies in law or equity. 4

5 d. In-Licensed Materials. The Products may contain or may interoperate with software services or other technology that is not owned by MobileIron but has been licensed to MobileIron ( In-Licensed Materials ). The In- Licensed Materials may be subject to additional terms and conditions, as identified on (or other URL designated by MobileIron) or as otherwise made available to Member. Such terms and conditions are incorporated by reference herein. e. Aggregated Anonymous Data. The Software can communicate with a gateway hosted by MobileIron as part of its normal operations which provides certain functionality, confirms license compliance, and reports aggregated statistical data (such as such as product or feature usage, device metrics/metadata and/or mobile application usage), which is anonymized and aggregated so that it does NOT and cannot contain any information identifiable or attributable to any individual ("Aggregated Anonymous Data ). Member agrees that MobileIron shall have the right to use, store, analyze, and disclose such Aggregated Anonymous Data. f. Delivery of Products. MobileIron delivers all Products, including software, electronically. For MobileIron s accounting purposes, specific Products shall be deemed delivered the date Member is given access to such Software or such Software is first made available for download by Member or otherwise delivered to Member. Upon written request, Member shall provide MobileIron a Delivery Acknowledgement Letter in a format reasonably requested by MobileIron acknowledging delivery of software. g. U.S. Government End User Purchasers. The Software, including all components thereof, qualify as commercial items, as that term is defined at Federal Acquisition Regulation ( FAR ) (48 C.F.R.) 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in FAR Consistent with FAR and DoD FAR Supp through , and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Member may provide to Government end user or, if the Agreement is direct, Government end user will acquire, the Products with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that all Software and Documentation are commercial computer software and commercial computer software documentation, and constitutes acceptance of the rights and restrictions herein. h. Survival. Upon termination or expiration, Sections 1 (Definitions), 2.b (Restrictions), 3.b (Restrictions), 4.b (Restrictions) and 5 (All Products) and all liabilities that accrue prior to termination or expiration shall survive and remain in effect. 5