ForgeRock Source Code License Terms and Conditions

“Agreement” means the License and Support Framework Agreement entered into between Société Générale (“Customer”) and ForgeRock Limited (“ForgeRock”).

“Derivative Work” means a work based on ForgeRock Software Solution, Source Code or other intellectual property (collectively, “Prior Work”), including: (i) for material subject to copyright protection, any work that is based upon one or more Prior Works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted, but at all times shall exclude any logos, branding or trademarks of Customer; (ii) for patentable or patented inventions, any adaptation, subset, addition, improvement or combination of any Prior Work; and (iii) for material subject to trade secret protection, any new material, information or data relating to and derived from the pre-existing ForgeRock Confidential Information.

“Third Party Code” means the portion of the Source Code that ForgeRock makes available to Customer that is designated in a header or through other means as being subject to an open source or third party license (e.g., CDDL, Apache, etc.).

“Proprietary Code” means the portion of the Source Code that ForgeRock makes available to Customer that is not Third Party Code.

“Release” means a new Software Solution release by ForgeRock that improves overall product performance, efficiency, and usability, or corrects errors that ForgeRock makes available to Customer. Releases include major Releases (e.g., 1.5 to 2.0), minor Releases (e.g., 1.5 to 1.6), and patch Releases (e.g., 1.5.2 to 1.5.3).

“Source Code” means any human readable source code of the Software Solution that ForgeRock makes available under these ForgeRock Source Code License Terms and Conditions.

Subject to compliance with the terms of the Agreement, specifically including Article 4 (Term), Article 11 (Obligations of the Beneficiary), Article 16 (Service Provider Audit), Article 17 (Intellectual Property), Article 19 (Financial Terms and Conditions), and 28 (Termination), and payment of the Fees listed in the applicable Appendix or order form (if any), ForgeRock grants to Customer a world-wide, non-exclusive and non-transferable license to the Proprietary Code (“the Proprietary Code License”) to correct, modify, update and enhance the Software Solution for the sole purpose of Customer exercising the Software Solution license set forth in Article 17.2 (User Rights of the Software Solution) of the Agreement (the “Purpose”), subject to the restrictions of the Software Solution license granted to Customer under the Agreement. For avoidance of doubt, Customer shall not have the right to modify or expand the Designated System or add additional Identities for any purpose without the prior written consent of ForgeRock and paying the additional, applicable Fees. ForgeRock shall own all rights, title and license in the Derivative Works created by or for Customer, and Customer hereby assigns to ForgeRock all Intellectual Property Rights in such Derivative Works. Any Derivative Works to Proprietary Code shall be licensed to Customer under the terms of the Agreement as part of the Software Solution license set forth in Article 17.2 (User Rights of the Software Solution) of the Agreement. Customer shall execute such documents and take such steps as ForgeRock reasonably requests to perfect ForgeRock’s ownership of the Intellectual Property Rights in such Derivative Works, and ensure that no persons will develop Derivative Works without first assigning to Customer all Intellectual Property Rights and waiving their moral rights in such Derivative Works. Customer acknowledges that not all source code to Software Solution may be made available, provided that ForgeRock agrees to review all requests for access in good faith. During the Proprietary Code Term (defined below), the term “Software Solution” as it is used in the Agreement and these ForgeRock Source Code License Terms and Conditions shall be defined to also include the Proprietary Code. Notwithstanding the foregoing, ANY SOURCE CODE PROVIDED UNDER THESE FORGEROCK SOURCE CODE LICENSE TERMS AND CONDITIONS IS PROVIDED AND/OR LICENSED “AS IS” AND WITHOUT WARRANTY OR LIABILITY OF ANY KIND. WITH RESPECT TO THE SOURCE CODE, FORGEROCK AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT. ANY SOURCE CODE PROVIDED UNDER THESE FORGEROCK SOURCE CODE LICENSE TERMS AND CONDITIONS IS EXPRESSLY EXCLUDED FROM FORGEROCK’S INDEMNITY OBLIGATIONS IN THE AGREEMENT, IF ANY.

Customer acknowledges and agrees that (i) any Third Party Code that it receives from ForgeRock is subject to the applicable third party open source or other licenses, and Customer is solely responsible for complying with the terms of those licenses and (ii) to the maximum extent permissible under the applicable open source license, ForgeRock shall own all rights, title and license in the Derivative Works in the Third Party Code, and Customer hereby assigns to ForgeRock all Intellectual Property Rights in such Derivative Works. Without limiting the scope of any exclusions to ForgeRock’s obligation to indemnify Customer against infringement or misappropriation of a third party’s Intellectual Property Rights or liability limitations contained in the Agreement, ForgeRock shall have no indemnity obligations and no liability arising out of the modification of the Source Code or creation of any Derivative Works by anyone other than ForgeRock.

In the event that Customer is provided access to any Source Code for any Release of Software Solution that has not yet been made generally available by ForgeRock (e.g. source code in development or pre-release version), Customer agrees that all such Source Code shall be deemed Proprietary Code, regardless of the markings or labels contained in the Source Code files. Customer further acknowledges that Source Code may be marked as Third Party Code in pre-production and development, but only the marking in the generally available version shall be deemed definitive.

In addition to any restrictions or conditions in the Subscription License Agreement, the following also apply. Except to the extent expressly authorized under these ForgeRock Source Code License Terms and Conditions, Customer shall not, and shall not permit others: (i) to use the Source Code in breach of the terms of these ForgeRock Source Code License Terms and Conditions or the Agreement; (ii) introduce into or transmit through the Software Solution any material containing software viruses, worms, trap doors, back doors, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (iii) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of ForgeRock’s Intellectual Property Rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Software Solution, (notwithstanding the foregoing, Customer may modify the user interfaces to the Software Solution to remove ForgeRock logos and branding in accordance with Customer’s standard practices, provided that (a) such user interfaces include a ForgeRock copyright notice in the ‘about box or other similar disclosure’ and (b) no notices may be removed from the Source Code of such user interfaces); (iv) merge the Software Solution with any other software or application without first obtaining ForgeRock’s written consent, (v) export, divert, or otherwise transfer to or permit from access to the Source Code any country other than which is set forth in the relevant Appendix or order form or otherwise in violation of US or EU law, or (vi) use or access, or authorize or permit the use or access of, the Software Solution except as expressly permitted in the Agreement; provided, however, notwithstanding the foregoing, Customer shall not allow any third party to use or access the Proprietary Code or any Source Code without first obtaining ForgeRock’s prior written consent. Customer acknowledges that a breach of the terms of these ForgeRock Source Code License Terms and Conditions will cause irreparable damage to ForgeRock and agrees that such breaches shall be excluded from the Limitation of Liability of the Agreement.

Customer shall keep the Proprietary Code confidential, shall store it only at the Customer’s facility, on a single server, and under secure conditions including virtual and physical security consistent with industry standards for storage of proprietary software source code (including but not limited to auditable, secure access controls), and shall use it solely for the Purpose specified in these ForgeRock Source Code License Terms and Conditions. Customer agrees to provide the address and location of the server on which the Proprietary Code is stored to ForgeRock. Customer agrees that ForgeRock may audit, upon reasonable notice, compliance to the terms of the Agreement including but not limited to access to all systems on which any Proprietary Code is stored or processed. Customer shall restrict access to the Proprietary Code to those employees and independent contractors of Customer who have agreed in writing to be bound by confidentiality, ownership and use obligations consistent with those specified in the Agreement and these ForgeRock Source Code License Terms and Conditions, and who have a need to access the Proprietary Code on behalf of Customer to carry out their duties for the Purpose. Promptly upon ForgeRock’s request, Customer shall provide ForgeRock with the names and contact information of all individuals who have accessed the Proprietary Code, and shall take all reasonable actions required to recover any Proprietary Code in the event of loss or misappropriation, or to otherwise prevent their unauthorized disclosure or use.

The term of the Proprietary Code License (“Proprietary Code Term”) shall commence on delivery of the Source Code to Customer and shall immediately terminate upon the earlier of: (i) for convenience of either party upon thirty (10) days’ notice, (ii) the termination of the right to use the Software Solution in accordance with the Agreement, (iii) immediately upon notice of material breach of Agreement or these ForgeRock Source Code License Terms and Conditions by either party or (iv) upon the earlier of expiration or termination of the Support Services term for the Software Solution. Upon expiration or termination of the Proprietary Code Term, in addition to Customer’s other duties under the Agreement, Customer shall immediately (a) destroy all copies of the Proprietary Code without retaining a copy and discontinue using the same and (b) within 30 days following expiration or termination, verify in a writing signed by an officer of Customer that the Customer is and will remain in strict compliance with the provisions of this Section.

Any capitalized terms shall have the same meaning as in the Agreement. If any provision in these ForgeRock Source Code License Terms and Conditions conflicts with any provision in the Agreement, the provision in ForgeRock Source Code License Terms and Conditions will control and, to the extent necessary, supersede the conflicting provision in the Agreement. All other terms and conditions of the Agreement shall remain in full force and effect. Any different or additional terms of any related purchase order, confirmation, or similar form shall have no force or effect.