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LICENSE AGREEMENT 

ATTENTION: CAREFULLY READ THIS AGREEMENT BEFORE INSTALLATION OF THE SOFTWARE/PRODUCT. 

This License Agreement ("Agreement") is made by and between Innovatrics, s.r.o. company under Slovak law, having its offices at Pri vinohradoch 82, 831 06 Bratislava, Slovakia, company ID number 36280712 (hereinafter "Innovatrics") and you (hereinafter as "Company") concerning Innovatrics Product. 

BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY OF THE PRODUCTS.
BY INSTALLING OR USING THE SOFTWARE YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THAT IF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLE TO YOU. THIS AGREEMENT SHALL GOVERN YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED.

1. DEFINITIONS
(a) “Product” means DOT (Digital Onboarding Toolkit).
(b) "Software" means the source code, libraries and documentation included in the Product and provided to assist the Company in building the Application(s).
(c) "Application" means software or hardware product(s) built by the Company through the use or integration of the Software/Product, which bundles the elements of the Software/Product and connects to a database for biometric storage ("Biometric Database"), or which otherwise utilizes any of the functionality of the Software/Product. 
(d) “Deployment of Application” means any and all copies of the Application installed, used, distributed, leased or sold directly or indirectly by the Company and any of its customers, employees, distributors, resellers, affiliates or other partners. 
(e) "Runtime License" means either the Server or the Client license required by each Application installation.
(f) "Client" means a workstation using the Software/Product as a part of Application or on a standalone basis. 
(g) "Server" means a computer which uses the Software/Product to search biometric data in the Biometric Database of an Application and/or connects to or receives biometric data from one or more sources in order to process them centrally.
(h) "User" means one user record included in Database of an Application which may contain data of one person only.
(i) "Customer" means an end user customer of Company that uses Application in its operations and/or a reseller or other distributor of Company’s Application that is granted rights to sublicense the Application directly or indirectly to an end user customer.

2. GRANT OF 14-DAY EVALUATION LICENSE

2.1 If no license fee was paid by the Company to Innovatrics for the use of Software/Product, Innovatrics grants the Company a personal, non-exclusive, non-transferable, limited license for testing purposes only for a period of fourteen (14) days following the first installation of the Software/Product ("Trial Period") with the following rights and limitations:
(a) Company may install one (1) copy of the Software on up to one (1) computer to test the Software Product only.
(b) Company may not copy, redistribute or sell the Application using the Software/ Product. Before the end of the Trial Period, the Company must purchase the Software/Product, otherwise the Company must stop using or testing the Software/Product, completely remove the Software/Product from its system and erase, delete or destroy any notes, documents, magnetic media, or other computer storage, which contains the Software.  Evaluation licences may not be used in design, development or test of Application(s)
(c) Support and maintenance services are not provided during the Trial Period

2.2 If separate Evaluation agreement was concluded between Innovatrics and Company, terms and conditions of such evaluation agreement shall prevail over the stipulations of this Article 2. 

3. GRANT OF SOFTWARE LICENSE AND PERMITTED USES
After the payment of the license fees for respective Software/Product to Innovatrics, Innovatrics grants the Company a personal, worldwide, non-exclusive, non-transferable, limited license with the following rights :
(a)	In order to design, develop and test Application(s) that use the Software/Product Company must purchase required number of development licenses. The number of required development licenses shall be equal to total number of computers on which copy of the Software/Product will be used to design, develop and test Applications that use the Software/Product.
(b)	Solely with respect to the portions of the Software identified as sample code ("Sample Code"), Innovatrics also grants the Company the right to modify the source code version of the Sample Code only for the sole purposes of designing, developing, and testing Application(s) and to reproduce and distribute the Sample Code along with any modifications thereof, in object code form only.
(c)	Company may copy and redistribute the Applications provided that: 
 i).	the Company has purchased the sufficient number of Runtime Licenses, and;
 ii).	the Application adds significant and primary functionality to the Software, and; 
 iii).	the Company satisfies Innovatrics branding requirements ("Branding Requirements") and includes a valid Innovatrics’ copyright notice on the Application.
(d)	Innovatrics also grants Company the right to use the documentation that accompanies the Software for internal, non-commercial reference purposes only.

4. LIMITATIONS OR RESTRICTIONS
Company agrees not to, and not to allow others to 
(a) SUBLICENSE THE SOFTWARE/PRODUCT ON A STAND-ALONE BASIS (I.E., OTHER THAN AS PART OF AN APPLICATION);
(b) Design, develop, license and/or distribute a derivative software products;
(c) Translate, reverse engineer, decompile, disassemble or modify the Software/Product;
(d) Share the license, install the Software/Product or use it concurrently on different computers;
(e) Distribute or publish all or substantially all of the Software/Product;
(f) Sell, resell, rent, lease, lend or otherwise transfer the Software/Product, in whole or in part; or
(g) Remove any proprietary notices or labels from the Software/Product.

Software/Product includes recognition component(s), Company should understand that recognition are inherently statistical processes, that recognition errors are inherent in the processes; that it is Company's responsibility to provide for the handling or such errors and to monitor the recognition processes and correct any errors. Neither Innovatrics nor its suppliers shall be liable for any damages arising out of errors in the recognition processes.

4. BRANDING REQUIREMENTS
Applications must display a non-obscured bitmap of an icon provided in the Innovatrics logo program current at the time of development, in the command line or on the Application's graphical user interface. Should Innovatrics notify Company of any amendment(s) to the logo program, Company agrees to modify immediately the Application so that is in compliance with the amended Innovatrics logo program. The current logo program is accessible on the website https://www.innovatrics.com/download-category/logos/ .

5. INTELLECTUAL PROPERTY
Innovatrics retains all right, title, and interest to the Software/Product. All rights not expressly and unambiguously granted herein are reserved by Innovatrics. The Software/Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software/Product is licensed, not sold. In order to protect Innovatrics' intellectual property rights in the Software/Product, the Company must reproduce on each copy of the Application a copyright notice that clearly states: 
"Copyright (c) Innovatrics 2004-2018. All Rights Reserved."
In addition, the Company must distribute the Application only on the basis of a valid agreement that is at least as protective of Innovatrics' rights in the Software/Product as this Agreement.

6. RUNTIME LICENSES
Company shall purchase sufficient number of runtime licences for each deployment of the Application.

For each Deployment of the Application, the required quantities of Runtime Licenses are calculated as follows:
(a) ONE (1) SERVER RUNTIME LICENSE PER SERVER OR A CLUSTER OF SERVERS. THE NUMBER OF USERS IN THE SERVER RUNTIME LICENSE MUST BE SUPERIOR OR EQUAL TO THE NUMBER OF USERS IN THE BIOMETRIC DATABASE. Company agrees not to use, and agrees to ensure its Customers not to use, the Server Runtime license on more than one Server.
(b) ONE (1) CLIENT RUNTIME LICENSE PER CLIENT. THE NUMBER OF USERS IN THE CLIENT RUNTIME LICENSE MUST BE SUPERIOR OR EQUAL TO THE NUMBER OF USERS IN THE BIOMETRIC DATABASE. Company agrees not to use, and agrees to ensure its Customers not to use, the Client Runtime license on more than one Client.

Runtime licenses have to be ordered from Innovatrics and paid before deployment of the Application by the Company. Innovatrics agrees to use best efforts to make the Runtime Licenses available to Company on a timely basis.
 
7. PRICE AND ORDERING
The price of Server Runtime license and the price of Client Runtime licenses ordered by the Company from Innovatrics shall be in accordance with the Innovatrics’ Price List in effect at the time of order placement.

Company has to order and pay for Runtime Licenses prior to Deployment of the Application. Payment for the Runtime licenses ordered from Innovatrics, support and maintenance fees and shipping costs, if any, shall be due at the time of order placement. 

Runtime Licenses are electronically available to the Company upon request at http://crm.innovatrics.com or at sales@innovatrics.com.

All payments made to Innovatrics shall be in Euros or the equivalent amount in United States dollars. Company's obligation to pay Innovatrics under this Agreement shall not be affected by its ability to collect payment from its Customers. In addition, Company shall pay all charges reasonably incurred in the handling and/or shipment of Software/Product to Customers, including transportation charges, insurance premiums, taxes, duties and other applicable government assessments.

8. WARRANTY AND SUPPORT
Warranty Period is sixty (60) days from the date of original purchase or download as shown on the Company’s receipt or similar proof of payment. Warranty obligations do not include installation, reinstallation or maintenance services of any kind. Software/Product upgrades and enhancements are not provided as part of this Agreement – but can be contracted under a separate agreement. Use of Support Services is governed by the standard Innovatrics support policies available upon request to Innovatrics at sales@innovatrics.com.

9. TERMINATION
All rights granted under this Agreement will automatically terminate if the Company breaches any of the terms and conditions of this Agreement. In addition, either Innovatrics or the Company may terminate this Agreement at any time upon notice to the other party, for convenience. Upon any termination of this Agreement, all licenses hereunder shall terminate, other than end-user Runtime Licenses previously entered into in accordance with the provisions and, during the term, of this Agreement. Upon the termination of this Agreement, the Company will promptly erase all copies of the Software in its possession and shall discontinue all reproduction and distribution of Application(s) using Software or its part. The limitations of intellectual property, confidentiality, warranties, liability and indemnity set forth in this Agreement shall continue in force even after termination.

10. CONFIDENTIALITY
The Software/Product and any information contained within, related to or about the Software/Product, including the performance and test results, are confidential and proprietary to, and trade secrets of, Innovatrics and its affiliates and suppliers. The Company agrees not to disclose such information to any third party without Innovatrics' prior written consent.

Company consents to written and oral disclosure by Innovatrics of its name as an end user of the Software/Product, and/or services in a factual listing of Innovatrics customers to be published within marketing and promotional materials, in presentations, on trade show signs and materials, on its external Web site, and to financial industry analysts. Innovatrics will seek Company's prior written authorization for use of Company's name for promotional activities beyond the above-mentioned, which may include press releases and brochures, or descriptions of the specific Software and/or services provided by Innovatrics.

11. DISCLAIMER OF WARRANTY
Innovatrics declares that the Software/Product, in the form originally purchased or downloaded by the Company, will materially conform with the applicable accompanying documentation, and its media will be free from defects in material and workmanship, for the Warranty Period.  However, Innovatrics does not and cannot warrant the accuracy, speed, performance or results Company may obtain by using the Software/Product or documentation.

Innovatrics disclaims all other warranties, either express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose, with respect to the Software/Product and the accompanying written materials.

12. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNOVATRICS AND ITS DISTRIBUTORS OR RESELLERS BE LIABLE TO THE COMPANY OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER IN TORT, PRODUCT LIABILITY AND/OR NEGLIGENCE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, PRIVACY OR CONFIDENTIALITY, BREACH OF SECURITY SYSTEMS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING IN ANY WAY TO, THE USE OF, OR INABILITY TO USE THE SOFTWARE, EVEN IF INNOVATRICS AND ITS DISTRIBUTORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES OR LOSSES. THE SOFTWARE IS SUPPLIED "AS IS", AND THE ENTIRE RISK OF ACCURACY, SPEED AND SATISFACTORY PERFORMANCE IS WITH THE COMPANY. INNOVATRICS AND ITS DISTRIBUTORS OR RESELLERS DO NOT GUARANTEE THAT THE SOFTWARE WILL MEET THE COMPANY’S REQUIREMENTS OR ALL REQUIREMENTS OF THE SOFTWARE OR HARDWARE WITH WHICH THEY INTERACT. IN ANY CASE, INNOVATRICS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING EVENTUAL INDEMNIFICATION OBLIGATION, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE COMPANY FOR THIS SOFTWARE/PRODUCT.

13. INDEMNITY
The Company agrees to indemnify, hold harmless, and defend Innovatrics from and against any claims or lawsuits, including attorneys' fees that arise or result from the use of the Software/Product or distribution of the Application.

14. COMPANY WARRANTY OF AUTHORITY
The Company warrants that the person who has agreed to the terms of this Agreement, has full authority to bind the Company.

15. GOVERNING LAW
All matters arising from or in connection with this agreement, its validity, existence or termination shall be governed by the laws of Slovak republic, exclusive of any provisions of the United Nations Convention on the International Sale of Goods and without regard to its principles of conflicts of law.

All disputes arising out of or in connection with the present contract and not amicably settled within a period of three (3) months starting from the date the dispute arose, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules and shall be held in the English language and shall take place in Vienna (Austria).

16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all representations, undertakings and agreements previously made between the Parties, written or oral, regarding such subject matter.  Consequently, any and all pre-printed standard terms (e.g. on a purchase order, order acknowledgement, pop-up license or invoice, general terms and conditions of Company) shall not have any applicability unless the Innovatrics has expressly accepted the relevant term in writing, through an amendment to this Agreement. No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both parties. 

17. GENERAL
 Company shall comply with all applicable international regulations that apply to the Software/Product, including all applicable export regulations, as well as importation, manufacturing, end user, end-use and destination restrictions issued by applicable governmental authorities.  
Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Should any provision or part of any provision of this Agreement be found void or unenforceable by a court or competent jurisdiction, such provision of part thereof, shall be deemed severed, and the remainder of this Agreement shall remain in full force and effect. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. 

18. THIRD PARTY SOFTWARE
The Product may come bundled or otherwise be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed. Open source software is provided by Innovatrics "as is" without any warranty, express, implied, or otherwise, including but not limited to the implied warranty of merchantability, fitness for a particular purpose and non-infringement. Notwithstanding anything to the contrary in this Agreement, as it relates to any and all claims arising out of or in connection with open source software, Innovatrics shall have no liability for any direct, indirect, incidental, punitive, special or consequential damages, however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of open source software, even if advised of the possibility of such damages. You may find corresponding license for the third party software in the accompanying documentation (e.g. user manual) for the  Product or other locations that may be specified to you by Innovatrics. Company acknowledges the terms and conditions as well as applicable warranties and limitations of use as set by the relevant third parties.