UR® MATCHER: COMMERCIAL ON BEHALF OF NON-PROFIT LICENSE

FACETEC UR® CODE SCAN+MATCH™ SDK LICENSE AGREEMENT
COMMERCIAL ENTITY ON BEHALF OF GOVERNMENT OR NON-PROFIT

(COMMERCIAL ENTITIES NOT WORKING ON BEHALF OF A GOVERNMENT OR NOT-FOR-PROFIT ENTITY REQUIRE AN ADDITIONAL COMMERCIAL LICENSE)

The FaceTec, Inc. ("Licensor") UR® Code Scan+Match™ mobile device application and related Software are to be used exclusively by you ("Licensee") in connection with UR® Codes created through use of Licensor's proprietary UR® Encoder under a valid license.

THIS LICENSE IS INTENDED TO BE FREE AND PERPETUAL FOR ANY LEGAL IDENTITY ISSUING AUTHORITY OR NON-PROFIT ENTITY (OR A COMMERCIAL ENTITY THAT QUALIFIES AS A PERMITTED LICENSEE) SO LONG AS IT REMAINS A PERMITTED LICENSEE (AS DEFINED BELOW) AND EXCEPT AS OTHERWISE SET FORTH HEREIN.

THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN LICENSEE AND LICENSOR CONCERNING LICENSEE'S USE OF THE SOFTWARE. BY USING THE SOFTWARE, LICENSEE AGREES TO AND ACCEPTS THIS AGREEMENT. LICENSEE MAY USE THE SOFTWARE ONLY IN ACCORDANCE WITH THIS AGREEMENT. IF LICENSEE DOES NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, LICENSEE SHALL NOT BE ENTITLED TO INSTALL OR USE THE SOFTWARE.

Please read this Agreement carefully, as it (among other things) requires in Sections 16(h) and 16(i) that Licensor may elect to require Licensee and Licensor to resolve any dispute by arbitration rather than by litigation before a court and restricts class action claims.

1. Definitions

a. "Authorized Licensee" means any Entity that has separately entered into a UR® Code Scan+Match™ agreement with Licensor.

b."Biometric Information" means data that depict physical, biological traits, characteristics, or measurements of or relating to an identified or identifiable person's body, including depictions or images, or copies of a person's facial features. Biometric information includes images and data derived from such images to the extent that it would be reasonably possible to identify the person from whose information the data had been derived. Both an image of a person's face and any derivative face data that are sufficiently unique to the individual depicted in the data to identify them constitute biometric information.

c. "Commercial Agreement" means a separate agreement executed by Licensee and Licensor that permits Licensee to use the Software for Licensee's own commercial purposes.

d. "Commercial Entity" means an Entity that is (i) organized for commercial purposes, and (ii) is not a Legal Identity Issuing Authority or Non-Profit Entity.

e. "Commercial Licensee" means any Licensee that is not a Permitted Licensee.

f. "Effective Date" means the effective date that this Agreement is entered into by and between Licensor and Licensee.

g. "Entity" means any person, partnership, corporation, share company, cooperative, limited liability company, association, trust, joint venture, business, investment entity or organization.

h. "Fees" means, in respect of Commercial Licensees, if applicable the Scan+Match Fees payable to Licensor for the use of and access to the Software as set forth in the Commercial Agreement between Licensee and Licensor.

i. "Legal Identity Issuing Authority" means any (i) nation, region, state, county, city, town, village, district, or other jurisdiction, unit or subdivision, (ii) supranational, multinational, sovereign, federal, state, local, municipal, foreign or other government, (iii) department, agency or instrumentality of a foreign or other government, including any state-owned or state controlled instrumentality of a foreign or other government, (iv) governmental authority of any nature (including any governmental agency, branch, department, division or other entity and any court or other tribunal), (v) public international organization, bilateral, multilateral or multinational organization or authority or (vi) body exercising, or entitled to issue legally recognized identity documents to its residents, citizens, or constituents.

j. "Licensed Purpose" means with respect to (i) Licensee, the performance of services on behalf of a Legal Identity Issuing Authority or Non-Profit Entity that is an Authorized Licensee to enable any such Authorized Licensee to use the Software to scan a UR® Code and match encoded face feature vector data to a person's face pursuant to the terms of this Agreement, and (ii) with respect to any Authorized Licensees, to use of the Software to perform the foregoing functions.

k. "Non-Profit Entity" means any Entity that (i) is organized for purposes other than generating profit and in which no part of the organization's income is distributed to its members, directors, or officers, and (ii) is designated (and remains in good standing) as a non-profit entity by a government authority in its applicable jurisdiction of organization or residence, and may include but is not limited to the following types of entities or organizations: non-government organizations ("NGOs"), churches, public schools, colleges and universities, public charities, public clinics and hospitals, amateur sports organizations, political organizations, legal aid societies, volunteer services, organizations, labor unions, professional associations, research institutes, museums, and some governmental agencies. For the avoidance of doubt, an individual cannot be a Non-Profit Entity.

l. "Permitted Licensee" means any Entity that is a (i) Legal Identity Issuing Authority, (ii) Non-Profit Entity, or (iii) a Commercial Entity that is using the Software solely in the performance of services on behalf of a Legal Identity Issuing Authority or Non-Profit Entity for the Licensed Purpose; provided, (a) in no event will a person or Entity be eligible to be a "Permitted Licensee" for purposes of this Agreement without the prior written consent of Licensor in the event such person or Entity is or has been involved in litigation, arbitration or any other dispute with Licensor (a "Prohibited Licensee"), and (b) in the event that Licensor determines in its absolute and sole discretion that a person or Entity is a Prohibited Licensee, the Agreement shall be subject to immediate termination by Licensor, and upon receiving written notice of such termination such Prohibited Licensee shall immediately cease using the Software.

m. "Personal Data" means any information that is linked or reasonably linkable to an identified or identifiable individual. For the avoidance of doubt, "Personal Data" includes “Biometric Information”, "personal information," "personally identifiable information," and other equivalent or similar terms under applicable law.

n. "Software" or "UR® Code Scan+Match™ Software Development Kit (SDK)" that is used to scan, and process a UR® Code and match the encoded face feature vector data to data the software has derived from an image of a person's face.

o. "UR® Code" means digitally signed biometric barcodes that store encoded face vector data, personal identity data and other data. The UR® Code Scan+Match software supports the processing of the stored UR® Code data.

2. Requirements for Use of Software

a. Licensee must be an Entity and not an individual.

b. Licensee may not use the Software and may refuse the Agreement if Licensee is a person barred from receiving the Software under applicable law or regulation, including the laws of the United States or the country in which Licensee is resident or from which Licensee uses the Software.

c. If Licensee is agreeing to be bound by this Agreement on behalf of another Entity, Licensee represents and warrants that Licensee has full legal authority to bind such other Entity to this Agreement. If Licensee does not have the requisite authority, Licensee may not accept this Agreement or install or use the Software on behalf of such other Entity.

3. Software License

a. Subject to the terms and conditions of this Agreement, and provided that a Commercial Agreement is in effect if Licensee is a Commercial Licensee, Licensor hereby grants to Licensee a non-exclusive, non-sublicensable, and non-transferable license to use the Software. The term of the Agreement shall be subject to the terms set forth in Section 11 herein. If a Commercial Entity that is using the Software in the performance of services on behalf of a Legal Identity Issuing Authority or Non-Profit Entity for the Licensed Purpose, such Commercial Entity must first ensure that such Entity is an Authorized Licensee. The foregoing license grant under this Agreement is not a sale of the Software or any copy thereof. Licensor reserves all rights not expressly granted under this Agreement.

b. Licensee shall not: (i) modify, disassemble, decompile or reverse engineer the Software; (ii) share, rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing or similar services for any third party or make the Software available to the public in any manner; (iii) make any copies of the Software or use the Software to develop services or products for sale, except by Permitted Licensees within the scope of the Licensed Purpose; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on use of the Software; (v) use the Software in violation of applicable law; (vi) remove any product identification, proprietary, copyright, trademark or other notices contained in the Software, or delete the copyright and other proprietary rights notices on the Software; (vii) publicly disseminate performance information or analysis (including without limitation, benchmarks) from any source relating to the Software; or (viii) use the Software in conjunction with any external tools or software designed for cryptographic analysis, decryption, or security testing.

c. Unless Licensee is a Permitted Licensee, during the Term (as defined herein), Licensee shall pay any applicable Fees to Licensor in accordance with the terms set forth in the Commercial Agreement. The support and maintenance obligations, if any, with respect to the Software licensed to Licensee under this Agreement shall be set forth in the Commercial Agreement. If Licensee is a Permitted Licensee, Licensee shall not be obligated to pay Fees under this Agreement, and Licensor shall have no support and maintenance obligations with respect to the Software licensed to Licensee under this Agreement.

d. Licensee may allow its employees and contractors to use the Software solely for the purposes and subject to the terms of this Agreement. Licensee shall be responsible for the acts and omissions of all Licensee personnel as if the same were performed by Licensee.

e. With respect to Commercial Entities that are using the Software solely for the Licensed Purpose, Licensee represents, warrants, and covenants that during the period of Licensee's use of the Software, its use is and shall remain limited to the Licensed Purpose on behalf of an Authorized Licensee. In the event of any inaccuracy in or breach of Licensee's representations, warranties, or covenants with respect to its use of the Software for the Licensed Purpose or the status of any Authorized Licensee as a Permitted Licensee, Licensor may, without prejudice to any other rights or remedies of Licensor, terminate this Agreement and terminate support for the Software in accordance with Section 11 below. Commercial Licensees performing services for Permitted Licensees shall provide Licensor with periodic (i.e., quarterly) certifications and/or upon request by Licensor, grant audit rights, at Licensee's expense, to verify that Licensee's use remains strictly limited to the Licensed Purpose. Licensee shall reimburse Licensor for the full cost of the audit if the audit reveals any material non-compliance or under-reporting of usage by more than five percent (5%). In addition, Licensee shall be liable to Licensor for liquidated damages of five percent (5%) of Licensee's annual business revenue during any period Licensee used the Software and such inaccuracy or breach existed. The parties agree that it would be difficult or impossible to determine the amount of actual damages in the event of such inaccuracy or breach and further agree that the foregoing amount is not a penalty, but a fair and reasonable estimate of actual damages.

4. Ownership

a. Licensee agrees that Licensor (or, as applicable, third parties) owns all rights, title and interest in and to the Software, including any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Except for the licenses expressly granted in this Agreement, nothing in this Agreement or the provision of the Software conveys or otherwise provides to Licensee (or any Authorized Licensee) any title, interest or any intellectual property rights in or to: (a) the Software, or (b) know-how, ideas, or any other subject matter protectable under laws applicable to intellectual property rights of any jurisdiction. Licensor reserves all rights not expressly granted to Licensee in this Agreement.

b. As between Licensee and Licensor, Licensor and its affiliates and any assignee are the sole and exclusive owners of the Software, including all intellectual property rights therein. The trademarks, service marks, and logos of Licensor that are used and displayed in connection with the Software ("Licensor Trademarks") are registered and unregistered trademarks or service marks of Licensor. Licensee shall not use the Licensor Trademarks without Licensor's prior authorization. Nothing in the Agreement gives Licensee a right to use any of Licensor Trademarks, domain names, or other distinctive brand features in any materials, including marketing materials, social media, news articles, press releases and the like. Licensee shall print or publish the image file as it is rendered and output by the Software and shall not manipulate or remove any portion of the image file generated from the Software, or otherwise cover or obfuscate any part of the barcode, including the center area of the code (any such violation is a "Display Breach"). Licensee shall be liable to Licensor for any Display Breach of liquidated damages in the amount of $5,000 for each occurrence of breach, and $50,000 for each occurrence of intentional breach or repeated breaches, provided Licensor reserves all other rights and remedies including actual damages and injunctive relief with respect to any Display Breach. The Parties agree that it would be difficult or impossible to determine the amount of actual damages in the event of a Display Breach, and further agree that the foregoing amount is not a penalty, but a fair and reasonable estimate of actual damages.

c. PLEASE NOTE THAT UNAUTHORIZED USE OF THE SOFTWARE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE SOFTWARE AVAILABLE TO UNAUTHORIZED LICENSEES) MAY SUBJECT LICENSEE TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

d. In the event that Licensee uses the Software publicly, Licensee gives Licensee's approval and consent for Licensor and any assignees to include Licensee's name or the name of Licensee's organization in its publicly disclosed list of Software users, to refer to Licensee or Licensee's organization in public materials and business conversations as a UR® Code affiliated Software user.

5. Additional Terms of Use

a. Licensee agrees that the form and nature of the Software that Licensor provides may change without prior notice to Licensee and that future versions of the Software may be incompatible with applications developed on previous versions of the Software. Licensee agrees that Licensor may stop (permanently or temporarily) providing the Software (or any features within the Software) to Licensee generally at Licensor's sole discretion, without prior notice to Licensee, but as long as Licensee continues to follow the terms of this Agreement the Licensee may continue to store and use copies of the Software the Licensee has previously been provided by Licensor in perpetuity.

b. Licensee agrees to use the Software only for purposes that are permitted by (a) the Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including but not limited to (i) collecting, maintaining and only retaining biometric information in compliance with all applicable law, (ii) obtaining informed consent from any end user before collecting such end user's biometric information in compliance with all applicable law, and (iii) complying with any laws regarding the export of data or software to and from the United States or other relevant countries.

c. Licensee agrees that Licensee is solely responsible for (and that Licensor has no responsibility to Licensee or to any third party for) any breach of Licensee's obligations under the Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Licensor or any third party may suffer) of any such breach.

d. Licensee agrees that Licensor shall have no support or maintenance obligations with respect to the Software under this Agreement (unless otherwise provided in the Commercial Agreement if Licensee is a Commercial Licensee).

6. Confidential Information. Licensee shall not use any information about Licensor's business operations, products, confidential intellectual property, trade secrets, third-party confidential information, or other sensitive or proprietary information, regardless of form or media type, and whether or not marked, designated, or otherwise identified as confidential ("Confidential Information") for any purpose (other than the Licensed Purpose if Licensee is a Permitted Licensee). Licensee shall not disclose Confidential Information to any person or entity, except to its employees and contractors who require access to Confidential Information, provided any such employee or contractor executes a written confidentiality and nondisclosure agreement with Licensee containing terms that are as restrictive as the relevant provisions of this Agreement. Without limiting the generality of the foregoing, Licensee shall protect Confidential Information with the same degree of care Licensee uses to protect its own confidential information of a similar nature and importance, but with no less than reasonable care. Licensee shall promptly notify Licensor of any misuse or misappropriation of Confidential Information of which it becomes aware. Notwithstanding the foregoing, Licensee may disclose Confidential Information as required or compelled by applicable law or by proper legal or government authority. Licensee shall give Licensor prompt notice of any such legal or governmental demand, and shall reasonably cooperate with Licensor in any effort to seek a protective order or otherwise to contest such demand. Licensee agrees that a breach of its non-disclosure obligations would cause Licensor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Licensor shall be entitled to injunctive relief against any such actual or threatened breach, without any requirement to provide evidence of actual damage, or to post a bond or other security. Licensee's obligations of non-disclosure with respect to Confidential Information is effective as of the Effective Date and will expire ten (10) years from the date first disclosed to Licensee; provided, however, with respect to Confidential Information that constitutes a trade secret under applicable law, Licensee's obligations of non-disclosure will survive expiration or termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Privacy and Information

a. By using the Software, Licensee acknowledges and agrees to the terms of Licensor's Privacy Policy (the "Privacy Policy") published on the Licensor Website at www.facetec.com (the "Licensor Website") and which is incorporated into this Agreement by reference. Licensee agrees that Licensee has read the Privacy Policy carefully, and acknowledges and agrees that Licensor may modify such Privacy Policy at any time by posting a revision(s) on the Licensor Website. A revised version of the Privacy Policy will be legally effective as of the time it is posted but will not apply retroactively. Licensee agrees to regularly review and monitor the Licensor Website for modifications to the Privacy Policy, and Licensee's continued use of the Software after the posting of a revised version of the Privacy Policy constitutes Licensee's acceptance of such revised version of such policy.

b. By entering into this Agreement, Licensee consents to, and shall procure all required consents necessary from its Authorized Licensees and any end users, with respect to all actions taken by Licensor as it relates to Personal Data, provided such processing is consistent with the then-current version of Licensor's Privacy Policy, and applicable law. In the event of any inconsistency or conflict between the terms of Licensor's Privacy Policy and this Agreement, the Privacy Policy shall control.

c. If such a situation arises, Licensee agrees that it will: (a) comply with applicable law when transferring or otherwise making available Personal Data to Licensor; (b) provide Licensor with written notice if any information Licensee provides to Licensor under this Agreement contains Personal Data; and (c) ensure Licensee has all necessary and appropriate notices and consents in place to comply with applicable law to permit the lawful transfer of any Personal Data to Licensor and all actions taken by Licensor with respect to Personal Data for the duration of the Agreement. Licensor will not be responsible for determining on its own that any information Licensee provides under this Agreement qualifies as Personal Data under applicable law.

d. Please refer to Licensor's Privacy Policy for further information regarding compliance with all applicable laws. Licensor complies with applicable law and its Privacy Policy in its provision of the Software. By using or providing information through the Software, you consent to all actions taken by Licensor with respect to your information consistent with Licensor's Privacy Policy.

8. Improvement and Feedback

a. Licensee shall, and hereby does, assign to Licensor Licensee's entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any (i) modifications or improvements to the Software which Licensee may propose or make at any time ("Improvements"), and (ii) feedback Licensee provides to Licensor regarding the Software ("Feedback"). Licensor may use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to Licensee. In the event that any of Licensee's rights with respect to any Improvement or Feedback are not fully assignable, Licensee shall, and hereby does, grant to Licensor an exclusive, irrevocable, perpetual, royalty-free, fully paid-up worldwide license for such Improvements and Feedback.

9. Communications

a. By using the Software, Licensee opts-in, agrees, and expressly consents to receiving marketing communications from Licensor through direct mail, electronic mail (at the email address provided to Licensor by Licensee), telephone (at the telephone number provided to Licensor by Licensee).

b. Licensee may opt-out of receiving future commercial (i.e., promotional) emails from Licensor by clicking the "Unsubscribe" button at the bottom of Licensor's emails, or by contacting Licensor at privacy@facetec.com. Please provide Licensee's name and contact information in Licensee's request, and Licensor will respond in accordance with applicable law.

c. To the maximum extent permitted by law: (1) all information contained in Licensor marketing communications is "AS IS," without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; and (2) Licensor expressly excludes any liability for any direct, indirect, or consequential loss or damage incurred by Licensee in connection with the receipt, use, failure of, or inability to use, marketing communications.

10. Third Party Applications

a. Licensee shall not use the Software in applications developed by a third party or that access data, content or resources provided by a third party.

11. Term of License; Terminating this Agreement

a. If Licensee is a Commercial Licensee, the term ("Term") of this Agreement will be (i) effective from the Effective Date and will continue until such time as the Commercial Agreement between Licensee and Licensor terminates or expires, or is otherwise terminated earlier in accordance with the terms of this Agreement; (ii) subject to termination by Licensor in accordance with Section 11.c or in accordance with the terms of the Commercial Agreement; and (iii) shall terminate automatically upon expiration or termination of the Commercial Agreement. If Licensee is a Permitted Licensee, the Term of this Agreement shall be perpetual, provided the Agreement shall be subject to termination by Licensor in accordance with Section 11.c below.

b. Upon termination of this Agreement, (i) the license and other rights granted to Licensee in this Agreement will automatically and immediately terminate; and (ii) Licensee will cease all use of the Software and will permanently delete or destroy, or otherwise purge, all copies (electronic or otherwise) of the Software.

c. Licensor may at any time, terminate the Agreement with Licensee if:

(i) Licensee has breached any provision of this Agreement;

(ii) Licensor is required to do so by law;

(iii) Licensor ceases to offer certain parts of the Software to Licensee; or

(iv) Licensor decides to no longer provide the Software or certain parts of the Software to users in the state or country in which Licensee is resident, or the provision of the Software to Licensee by Licensor is, at Licensor's sole discretion, no longer commercially viable.

d. When the Agreement comes to an end, all of the legal rights, obligations and liabilities that Licensee and Licensor have benefited from, been subject to (or which have accrued over time while the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation. Notwithstanding any of the foregoing to the contrary, all provisions that must survive to give effect to their intent and meaning shall survive termination of this Agreement, including Sections 1, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16.

12. Disclaimer of Warranties

a. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSEE'S USE OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK AND THAT THE SOFTWARE IS PROVIDED "AS IS," WITH ALL FAULTS, AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM LICENSOR. LICENSEE'S USE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY FALSE MATCHES FROM OPERATION OF THE FACE MATCHING SOFTWARE. LICENSEE WARRANTS THAT LICENSEE HAS NOT RELIED ON ANY INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF LICENSOR WHICH IS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT. USE OF ANY INFORMATION OBTAINED VIA THE SOFTWARE IS AT LICENSEE'S SOLE RISK.

c. THE SOFTWARE IS DESIGNED TO PROVIDE PROBABILISTIC FACE MATCH INFERENCES AND THEREFORE MAY NOT BE SUITABLE FOR USE IN HIGH-RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

d. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE SECURITY, STRENGTH, OR RESISTANCE TO ATTACK OF ANY ENCRYPTION METHODS, CRYPTOGRAPHIC ALGORITHMS, HASH FUNCTIONS (INCLUDING BUT NOT LIMITED TO SHA-256 OR ANY OTHER HASHES), OR OTHER SECURITY MEASURES. THE SOFTWARE MAY BE USED TO GENERATE, ANALYZE, OR PROCESS DATA IN WAYS THAT COULD POTENTIALLY ASSIST IN BREAKING, WEAKENING, OR COMPROMISING ENCRYPTION OR OTHER CRYPTOGRAPHIC SYSTEMS. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY SUCH OUTCOMES AND SHALL HAVE NO INDEMNITY, DEFENSE, OR HOLD-HARMLESS OBLIGATIONS WHATSOEVER ARISING FROM OR RELATED TO ANY CLAIM THAT ANY ENCRYPTION METHOD WAS BROKEN, CRACKED, OR OTHERWISE COMPROMISED USING THE SOFTWARE OR ANY INFORMATION DERIVED THEREFROM. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH ANY USE OF THE SOFTWARE IN CONNECTION WITH ENCRYPTION, DECRYPTION, CRYPTOGRAPHIC ANALYSIS, OR SECURITY-RELATED APPLICATIONS.

13. Limitation of Liability

a. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR, ITS SUBSIDIARIES, AND AFFILIATES, AND ITS ASSIGNEES AND ITS AND THEIR OFFICERS, REPRESENTATIVES, CONTRACTORS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE TO LICENSEE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY LICENSEE, INCLUDING ANY LOSS OF DATA OR INTERRUPTION, WHETHER OR NOT LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

b. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF LICENSOR, ITS SUBSIDIARIES, AND AFFILIATES, AND ITS ASSIGNEES AND LICENSEES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ANY SUCH ENTITY'S SOLE GROSS NEGLIGENCE IN AN AMOUNT NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000). THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 13 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Indemnification

a. To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold harmless Licensor, its affiliates, assignees and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, judgments, awards, executions, and liens, as well as any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees and costs) arising out of or accruing from (a) Licensee's use of the Software and (b) any non-compliance by Licensee with the Agreement. Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify it and Licensee agrees to cooperate with its defense of these claims. Licensee must indemnify Licensor against any fines or penalties assessed by a governmental or regulatory body due to the Licensee's non-compliance with privacy laws or the privacy provisions of this Agreement.

15. Changes to the Agreement

a. Licensor may make changes to the Agreement as it distributes new versions of the Software. When these changes are made, Licensor will make available the most recently approved version of the Agreement on the Licensor Website and/or on the site where the Software is made available. Licensee's continued use of the Software following the posting of the revised Agreement shall constitute Licensee's acceptance of such revised version of the Agreement.

16. General Legal Terms

a. The Agreement constitutes the entire legal agreement between Licensee and Licensor and governs Licensee's use of the Software, however if Licensee enters into a written agreement with Licensor with respect to the Software, that written agreement will also govern the relationship between Licensee and Licensor in relation to the Software.

b. Licensee agrees that if Licensor does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Licensor has the benefit of under any applicable law), this will not be taken to be a formal waiver of Licensor's rights and that those rights or remedies will still be available to Licensor.

c. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.

d. Licensee acknowledges and agrees that each member of the group of any companies of which Licensor is the parent shall be third party beneficiaries to the Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Agreement.

e. The Software is subject to United States export laws and regulations. Licensee must follow all domestic and international export laws and regulations ("Export Control Laws") that apply to the Software. Licensee agrees and acknowledges that Licensor shall have the right to immediately terminate this Agreement without penalty if it determines that Licensor is unable to engage in business with Licensee under applicable Export Control Laws or Licensor's territorial restrictions for permitted commerce.

f. With respect to U.S. Government end users, the Software is developed at private expense and is a "commercial product" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those limited rights set forth therein. The publisher is Licensor, with its primary office at 10001 Park Run Drive, Summerlin NV 89145.

g. Licensee may not assign or transfer this Agreement, nor any part of it, nor the rights and obligations of Licensee may be assigned by Licensee, whether by operation of law, change of control, merger, or otherwise, without the prior written approval of Licensor. Licensee shall not be permitted to delegate Licensee's responsibilities or obligations under the Agreement without the prior written approval of Licensor. Any assignment granted, or purported to be granted, contrary to this provision will be null and void. Notwithstanding any of the foregoing to the contrary, Licensor shall have the right to assign this Agreement and/or its rights and obligations under this Agreement to any person. This Agreement shall be binding upon and inure to the benefit of a party's permitted successors and assigns.

h. PLEASE READ SECTIONS 16.H AND 16.I CAREFULLY—THEY MAY SIGNIFICANTLY AFFECT LICENSEE'S LEGAL RIGHTS, INCLUDING LICENSEE'S RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY. THE LAWS OF THE STATE OF DELAWARE, USA GOVERN THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT AND ALL ACTIONS AND PROCEEDINGS ARISING OUT OF IT. THE PARTIES AGREE THAT LICENSOR MAY ELECT IN ITS ABSOLUTE AND SOLE DISCRETION THAT ANY DISPUTE BE GOVERNED BY MANDATORY ARBITRATION. IN THE EVENT FACETEC ELECTS MANDATORY ARBITRATION FOR RESOLUTION OF ANY DISPUTE, THE PARTIES AGREE TO SUBMIT ANY DISPUTE UNDER THIS AGREEMENT TO BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN THE FOLLOWING LOCATION: CLARK COUNTY, NEVADA. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT WITH JURISDICTION TO DO SO. The arbitrator shall not be authorized to award punitive damages for any such claim or controversy. The arbitrator shall provide their findings and their decision in writing, provided (i) any filing of the award with a court shall only include the names of the parties and which party or parties prevailed, and the amount of any monetary award and non-monetary relief, but shall not include under any circumstances any other factual or legal information in respect of the arbitration in the instrument filed with the court, and (ii) any other information set forth by the arbitrator in the award shall be redacted from such award prior to filing as confidential information. The parties shall bear the costs and expense of the arbitration and the arbitrator's fees equally. The parties shall pay the attorneys' fees and costs incurred by the prevailing party in the manner determined by the arbitrator. In all proceedings other than arbitration, the non-prevailing party shall pay the attorneys' fees and costs incurred by the prevailing party.

i. LICENSEE AND LICENSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN LICENSEE'S OR LICENSOR'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATION AND CLASS ACTIONS ARE NOT PERMITTED AND LICENSEE IS AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both Licensee and Licensor agree otherwise, the arbitrator may not consolidate more than one person's claims with Licensee's claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that any term or provision of Sections 16.h or 16.i is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and Sections 16.h and 16.i shall be enforceable as so modified. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

j. If arbitration does not satisfy a dispute, Licensee and Licensor agree to submit to the exclusive jurisdiction of the courts located within the county of Clark, Nevada to resolve any legal matter arising from the Agreement. Notwithstanding this, Licensee agrees that Licensor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

By checking the "I Agree to the Terms of the Licensing Agreement" box, you as Licensee of the Software agree, acknowledge, fully understand and accept that Licensee has had an opportunity to consult with Licensee's own independent legal counsel, and agree to be legally bound by all the terms of this Agreement in its entirety, and that Licensee’s continued use after notice of changes to the Agreement constitutes acceptance of such changed terms.