SonicWall Directory Connector with SSO 4.1 Administration Guide
Licensing Information
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14.Confidential Information.
(a)Definition. "Confidential Information" means information or materials disclosed by one party (the "Disclosing Party") to the other party
(the "Receiving Party") that are not generally available to the public and which, due to their character and nature, a reasonable person
under like circumstances would treat as confidential, including, without limitation, financial, marketing, and pricing information, trade
secrets, know-how, proprietary tools, knowledge and methodologies, the Software (in source code and/or object code form), information or
benchmark test results regarding the functionality and performance of the Software, any Software license keys provided to Customer, and
the terms and conditions of this Agreement.
Confidential Information shall not include information or materials that (i) are generally known to the public, other than as a result of an
unpermitted disclosure by the Receiving Party after the date that Customer accepts the Agreement (the "Effective Date"); (ii) were known
to the Receiving Party without an obligation of confidentiality prior to receipt from the Disclosing Party; (iii) the Receiving Party lawfully
received from a third party without that third party's breach of agreement or obligation of trust; (iv) are protected by Provider in accordance
with its obligations under the Protected Data Section below, or (v) are or were independently developed by the Receiving Party without
access to or use of the Disclosing Party's Confidential Information.
(b)Obligations. The Receiving Party shall (i) not disclose the Disclosing Party's Confidential Information to any third party, except as
permitted in subsection (c) below and (ii) protect the Disclosing Party's Confidential Information from unauthorized use or disclosure by
exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of
care. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party's
Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to
protect its proprietary rights. For the avoidance of doubt, this Section shall apply to all disclosures of the parties' Confidential Information as
of the Effective Date, whether or not specifically arising from a party's performance under this Agreement.
(c)Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party's Confidential Information
without the Disclosing Party's prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or
representatives (collectively, the "Representatives"), but only to those Representatives that (i) have a "need to know" in order to carry out
the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving
Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have
been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions
on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any
Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement.
Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party's Confidential Information as may
be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing
Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.
15.Protected Data. For purposes of this Section, "Protected Data" means any information or data that is provided by Customer to Provider
during this Agreement that alone or together with any other information relates to an identified or identifiable natural person or data
considered to be personal data as defined under Privacy Laws, and "Privacy Laws" means any applicable law, statute, directive or regulation
regarding privacy, data protection, information security obligations and/or the processing of Protected Data.
Except as permitted herein or to the extent required by Privacy Laws or legal process, Provider shall implement reasonable technical and
organizational measures to prevent unauthorized disclosure of or access to Protected Data by third parties, and shall only store and process
Protected Data as may be required to fulfill its obligations under this Agreement. If Provider complies with Customer's written instructions
with respect to the Protected Data, Provider shall have no liability to Customer for any breach of this Section resulting from such
compliance. Provider shall promptly notify Customer of any disclosure of or access to the Protected Data by a third party in breach of this
Section and shall cooperate with Customer to reasonably remediate the effects of such disclosure or access. Provider further affirms to
Customer that it has adequate agreements in place incorporating the EU standard contractual clauses for the transfer of Protected Data
from the European Union ("EU") to a country outside the EU.
Customer hereby (i) represents that it has the right to send the Protected Data to Provider, (ii) consents for Provider to store and use the
Protected Data worldwide for the sole purpose of performing its obligations under this Agreement, (iii) agrees that the Protected Data may
be accessed and used by Provider and its Representatives worldwide as may be needed to support Provider's standard business operations,
and (iv) agrees that Protected Data consisting of Customer contact information (e.g., email addresses, names) provided as part of
Maintenance Services may be sent to Provider's third party service providers as part of Provider's services improvement processes.
16.Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its
installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer's
deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, terms, and maintenance releases to which it
is entitled. Provider or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable,
use of the SaaS Software for compliance with the terms and conditions of this Agreement. Any such audits shall be scheduled at least ten
(10) days in advance and shall be conducted during normal business hours at Customer's facilities. Customer shall provide its full
cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of
the foregoing, as part of the audit, Provider may request, and Customer agrees to provide, a written report, signed by an authorized
representative, listing Customer's then current deployment of the Software and/or the number of individuals that have accessed and used
SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased
entitlement to such Software, Customer will be invoiced for the over-deployed quantities at Provider's then current list price plus the
applicable Maintenance Services and applicable over-deployment fees. All such amounts shall be payable in accordance with this
Agreement. Additionally, if the unpaid fees exceed five percent (5%) of the fees paid for the applicable Software, then Custome
r shall also
pay Provider's reasonable costs of conducting the audit. The requirements of this Section shall survive for two (2) years following the
termination of the last License governed by this Agreement.
17.SaaS Provisions.
(a)Data. Customer may store data on the systems to which it is provided access in connection with its use of the SaaS Software (the "SaaS
Environment"). Provider may periodically make back-up copies of Customer data, however, such back-ups are not intended to replace
Customer's obligation to maintain regular data backups or redundant data archives. Customer is solely responsible for collecting, inputting
and updating all Customer data stored in the SaaS Environment, and for ensuring that it does not (i) knowingly create and store data that
actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third
party, or (ii) use the SaaS Environment for purposes that would reasonably be seen as obscene, defamatory, harassing, offensive or
malicious. Provider shall have the right to delete all Customer data stored in connection with the use of the SaaS Software thirty (30) days
following any termination of this Agreement or any License to SaaS Software granted hereunder.
Customer represents and warrants that it has obtained all rights, permissions and consents necessary to use and transfer all Customer
and/or third party data within and outside of the country in which Customer or the applicable Customer Affiliate is located (including
providing adequate disclosures and obtaining legally sufficient consents from Customer's employees, customers, agents, and contractors). If
Customer transmits data to a third-party website or other provider that is linked to or made accessible by the SaaS Software, Customer will
be deemed to have given its consent to Provider enabling such transmission and Provider shall have no liability to Customer in connection
with any claims by a third party in connection with such transmission.
(b)Conduct. In connection with the use of SaaS Software, Customer may not (i) attempt to use or gain unauthorized access to Provider's or
to any third-party's networks or equipment; (ii) permit other individuals or entities to copy the SaaS Software; (iii) provide unauthorized
access to or use of any SaaS Software or the associated access credentials; (iv) attempt to probe, scan or test the vulnerability of the SaaS
Software, the SaaS Environment, or a system, account or network of Provider or any of Provider's customers or suppliers; (v) interfere or
attempt to interfere with service to any user, host or network; (vi) engage in fraudulent, offensive or illegal activity of any nature or
intentionally engage in any activity that infringes the intellectual property rights or privacy rights of any individual or third party; (vii)
transmit unsolicited bulk or commercial messages; (viii) intentionally distribute worms, Trojan horses, viruses, corrupted files or any similar
items; (ix) restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or
enjoy the SaaS Software (except for tools with safety and security functions); or (x) restrict, inhibit, interfere with or otherwise disrupt or
cause a performance degradation to any Provider (or Provider supplier) facilities used to provide the SaaS Environment. Customer shall