EULA version 1.0

END-USER LICENSE AGREEMENT FOR EYEMETRIC SOFTWARE

The license granted by Eyemetric to Licensee under this Agreement is for use in connection with the accompanying software.

IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legally-binding contract between you (the licensee, either as an individual or a corporate entity) and Eyemetric Identity Systems, LLC (the Licensor, referred to as “Eyemetric”) for the software that accompanies this EULA, which includes associated media and documentation (collectively, the “Software”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS EULA YOU MUST COMPLETELY REMOVE THE SOFTWARE FROM THE COMPUTER SYSTEM ON WHICH IT WAS INSTALLED AND PROMPTLY RETURN IT AND ALL COPIES TO EYEMETRIC. An amendment or addendum to this EULA may accompany the Software. BY INSTALLING, COPYING OR USING THIS SOFTWARE YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. This EULA may be subject to the terms and conditions set in a master agreement (“Master Agreement”) between you and Eyemetric. This EULA may be issued in response to your purchase order.

1. Installation

Eyemetric is not responsible for installing the Software unless a Statement of Work contract is executed by Eyemetric and Licensee which describes the installation and configuration work that Eyemetric performs.

2. Grant of License

Subject to your compliance with this EULA, if applicable, your full payment of the appropriate fees as invoiced, and, if applicable, compliance with the terms and conditions set forth in a Master Agreement, Eyemetric hereby grants you a revocable, limited, personal, non-transferable, non-exclusive license to use the Software for the purposes set forth in the Master Agreement, purchase order, or such purposes as set forth by Eyemetric documentation for the Software which is the subject of this License. No clause in this EULA shall be interpreted to contradict or narrowly construe provisions set forth in a Master Agreement.

3. Preemption

Terms and/or conditions and/or any specifications inserted by you in a purchase order in connection with the purchase of this Software license shall under no circumstances preempt the terms of this EULA and/or Master Agreement.

4. Installation and Use

Subject to the terms and conditions in this EULA, you are granted the license to use the accompanying Web Server Software, provided that you must purchase one Web Server License for each Network Server operating the Developed Web Server Software. Eyemetric exclusively reserves the right to waive Web Server License fees if more than one server is used within Licensee’s enterprise. Application and database server redundancy, application load balancing, and other certain configurations may require more than one server within the Licensee’s enterprise. Eyemetric will define which Network Web Server License fees apply.

5. Modification

This EULA may be modified by Eyemetric from time to time without notice. Should Eyemetric modify the terms of this EULA, the updated version will be made available to you as soon as practicable.

6. Ownership

You understand and acknowledge that the Software and all rights, title and interests therein (including without limitation all copyrights, patents, trade secrets and other intellectual property rights contained therein) are the sole property of Eyemetric, its suppliers, and/or licensors and that you receive no rights, title or interests in the Software, except as expressly set forth in this EULA. Without limiting the foregoing, you specifically agree that Eyemetric shall exclusively own and hereby unconditionally assign to Eyemetric all rights to any and all modifications, enhancements, translations or adaptations of, or other changes to, the Software and any improvement or development based thereon, whether developed, created or paid for by you or on your behalf. All rights not expressly granted to you in this EULA are expressly reserved by Eyemetric. This Software is protected by copyright and other intellectual property laws and treaties.

7. Software Functionality

The functionality of the Software is described in the Master Agreement, or if no such Master Agreement is applicable, then in the documentation accompanying the Software.

8. Restrictions

Except as expressly stated herein, you may not (i) make copies, modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from the Software, which will be provided to you in object code form only; (ii) create derivative works based on the Software; (iii) sublicense, rent, lease, loan, sell, distribute, disclose, publish, assign or otherwise transfer this EULA or the Software, in whole or in part; (iv) grant a security interest in, or (v) alter or remove any of Eyemetric’s or Eyemetric’s licensors’ copyrights or proprietary notices or legends appearing on or in the Software.

9. Limited Warranties

Eyemetric warrants that the Software will perform in substantial compliance with written material accompanying the Software or Eyemetric’s specifications for the Software in effect at the time of purchase. The remedy for breach of this limited warranty shall be limited solely to replacement media and documentation and shall not include any other damages. EYEMETRIC, ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE SOFTWARE OR FROM THE UNINTENDED AND UNFORESEEN RESULTS YOU OBTAIN RESULTING FROM SUCH USE. EYEMETRIC SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING INTELLECTUAL PROPERTY INFRINGEMENT WITH REGARD TO ANY DEVELOPER’S KIT PROVIDED HEREUNDER.

ASIDE FROM THE EXPRESS WARRANTIES CONTAINED HEREIN EYEMETRIC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND/OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EYEMETRIC OR ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF PROFITS, DAMAGE TO REPUTATION), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF EYEMETRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EYEMETRIC’S LIABILITY TO YOU OR ANY OTHER PERSON EXCEED THE AMOUNT PAID TO EYEMETRIC UNDER THE AGREEMENT OR PURCHASE ORDER.

10. Intellectual Property Indemnity

Eyemetric shall defend, at its expense, any action brought against you to the extent that it is based upon a claim that the Software or any part thereof infringes any United States patent, copyright or trade secret rights, and EYEMETRIC shall pay those costs and damages finally awarded against you which are attributable to such claim, but EYEMETRIC’s assumption of such defense and payment is conditioned upon the following: (a) You will immediately notify EYEMETRIC in writing of any knowledge or notice you have concerning such action or related claim or the possibility thereof; (b) EYEMETRIC shall have the sole control of the defense of any action on such claim and all negotiations for its settlement; and (c) should the Software or any part thereof become or in EYEMETRIC’s opinion be likely to become the subject of a claim of infringement of a United States patent, copyright, trade secret or other proprietary right, you will permit EYEMETRIC, at its sole option and expense to (i) procure for you the right to continue using the Software, (ii) replace or modify the Software to make it non-infringing or (iii) if EYEMETRIC is unable to reasonably perform either alternative (i) or (ii), then EYEMETRIC may, at its sole option, remove the Software after giving you thirty (30) days’ prior written notice and reimburse you for the reasonable value of the Software taking into account depreciated value, age and the like. This EULA shall be terminated as of the date of such removal, and all your and EYEMETRIC’s obligations hereto shall be canceled except as to those obligations accrued under this EULA as of the date of such removal.

EYEMETRIC shall have no liability to you under any provision of this Section with respect to any claim of patent, copyright or trade secret or other proprietary right infringement if such infringement could have been avoided by (a) use of the latest release of the Software; (b) use or combination of the Software with software, hardware or other materials not provided by or authorized by EYEMETRIC; or (c) where specific infringing features or uses are required or specified by you.

THE FOREGOING STATES THE ENTIRE LIABILITY OF EYEMETRIC, ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS ARISING OUT OF OR BASED UPON THE SALE OR USE OF THE SOFTWARE. EYEMETRIC SHALL HAVE NO OTHER LIABILITY OR OBLIGATION TO YOU OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS OPPORTUNITY, LOSS OF PROFIT, LOST EFFICIENCY, REPLACEMENT COSTS OR OTHER CONSEQUENTIAL OR INDIRECT LOSSES OR DAMAGES.

11. Confidential Information

You acknowledge that the Software contains information that is confidential and proprietary to EYEMETRIC and its licensors. Any information you learn while using, viewing, and reviewing the operation of the Software, and the capabilities of such items, is defined as Confidential Information falling within the terms of this EULA. You agree to hold EYEMETRIC’s Confidential Information in confidence, guard it with at least the same degree of care you employ with your own confidential information, use it only in such manner as is consistent with the terms of this EULA and/or Master Agreement and agree not to disclose it or exploit it for the benefit of any third party. You agree that you will permit only those of your employees who have a need to know to have access to EYEMETRIC’s Confidential Information. You will not permit third parties to have access to the Software except as permitted herein or upon EYEMETRIC’s express written authorization. You further agree that you will not make for your own purposes or allow to be made for third parties, copies of documentation, operation or service manuals, drawings, software, schematics code or the like that EYEMETRIC may provide you with the Software without EYEMETRIC’s express written permission.

12. Export

Regardless of any disclosure made by you to EYEMETRIC of an ultimate use site of the Software, you may not re-export or transfer, whether directly or indirectly, the Software, Confidential Information or any system containing the same to anyone or any location without first complying with the requirements of this EULA and/or any Master Agreement and obtaining any necessary licenses as may be required by the U.S. Department of Commerce or any other agency or department of the United States Government. You further agree to comply with all Export Control Regulations as may be applicable to the Software.

13. Termination

The EULA shall automatically terminate without notice in the event you violate any material term herein, fail to perform any duty required hereunder, fail to pay the license fee as invoiced, or fail to comply with any legal prerequisites, formalities and/or material government regulations. You may terminate the EULA by either destroying the Software, including any and all copies, or returning it, and any and all copies to EYEMETRIC. EYEMETRIC shall not be required to refund any part of fees paid hereunder in the event you terminate the EULA. EYEMETRIC shall not be required to pay you for any media costs associated with the copies of the Software you return to EYEMETRIC.

14. Severability

If any provision of the EULA shall be found by a court of competent jurisdiction unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the EULA and shall not affect the validity and enforceability of the remaining provisions of the EULA.

15. Choice of Law and Venue

This EULA shall be interpreted and governed by the laws of the State of New Jersey, USA without regard to its conflicts of laws provisions.

16. Waiver

No term of this EULA shall be considered waived and no breach excused by either party unless made in writing. No consent, waiver or excuse by either party, express or implied, shall constitute a subsequent consent waiver or excuse.

17. Entire Master Agreement

This EULA (including any Master Agreement, addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and EYEMETRIC relating to the Software and they supersede all prior and/or other contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any EYEMETRIC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.