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EXHIBIT A — SOFTWARE LICENSE AGREEMENT
<br />In this Exhibit A, is term *Licensor' means kfemis Identity 8 Security
<br />USA LLC, ("IDEMIA); 'Lioensae,' means the Customer; "Primary
<br />Agreement' means tie agreement to which this exhibit is attached
<br />(IDEMIA Short Form Sales Agreement); and 'Agreement` means this
<br />Exhlbit and the applicable terms and conditions contained in the
<br />Primary Agreement. The parties agree as follows:
<br />For good and vskrable consideration, the parties agree as follows:
<br />SECTION 1. DEFINITIONS
<br />1.1 'Designated Products' means products provided by
<br />IDEMIA to Licensee with wfmch or for which the Software and
<br />Documentation Is tioaneed for use.
<br />1.2 'Documentation' means product and software
<br />documentation that specifies technical and performance features and
<br />capabilities, and the user, operation and training manuals for the
<br />Software (including all physimf or electronic mads upon which such
<br />Information is provkded).
<br />1.3 'Open Source Software` means software with either freely
<br />obtainable source code, icense for modification, or permission for free
<br />distribution.
<br />1.4 "Open Source Software License' means the terns or
<br />conditions under which the Open Source Software is licensed.
<br />1.5 'Primary Agreemenr means the agreement to which this
<br />exhbt is attached (IDEMIA Short Form Saba Agreement).
<br />1.6 "Security Vulnerability' means a flaw or weakness in
<br />system security procedures, design. implementation, or ifhlanal
<br />controls; that could be exercised (acdderttaily triggered or Intentionally
<br />exploited) and result in a security, breach such that data is
<br />compromised. manipulated or stolen or the system damaged.
<br />1.7 "Software' (I) means proprietary software In object code
<br />format and adaptations, translations, decompktlors, diaeseernblies,
<br />emulations, or derivative works of such software; (1) means any
<br />modifications, enhancements, raw versions and rww releases of the
<br />software provided by IDEMIA; and 00) may contain one or more items
<br />of software owned by a third party supplier. The term "Software' does
<br />not include any third party software provided under separate license or
<br />third party software not licensable under the terms of this Agreement
<br />SECTION 2. SCOPE
<br />IDEMIA and Licensee enter Into this Agreement in connedlon with
<br />IDEMIA's delivery or certain proprietary Software or products
<br />containing embedded or pre -loaded proprietary Software, or both. This
<br />Agreement contains the terms and conditions of the license IDEMIA is
<br />providing to Licensee, and Licensee's use of the Software and
<br />Documentation.
<br />SECTION 3. GRANT OF LICENSE
<br />3.1. Subject to the provisions of this Agreement and the
<br />payment of applicable license fees, IDEMIA grants to Lkcensee a
<br />personal. limited. non -transferable (except as pemdtled In Section 7)
<br />and non-exclusive license under IDEMIA's copyrights and Confidential
<br />Infonrhation (as defined In is Primary Agreement) embodied in the
<br />Software to use the Software, In object code form, and the
<br />Documentation solely In connection with Lbsnseels use of the
<br />Designated Products. This Agreement doss not grant any rights to
<br />source code.
<br />3.2. I the Software licensed under tail Agreement contains or
<br />Is derived from Open Source Software, the terms and conditions
<br />governing the use of such Open Source Soflwan are In the Open
<br />Source Software Licensee of the copyright owner and not this
<br />Agreement. If there Is a cordlid between the terns and conditions of
<br />this Agreement and the terms and conditions of the Open Source
<br />Software Licenses governing Licensee's use of the Open Source
<br />Software, the terms and conditions of to license grant of the
<br />applicable Open Source Software Licensee will take precedence over
<br />the Ilcentn graft in this Agreement. I requested by Licensee,
<br />IDEMIA will use commercially reasonable efforts to: (1) determine
<br />whether any Open Source Software is provided under this Agreement;
<br />(II) Identify the Open Source Software and provide Licensee a copy of
<br />the applicable Open Source Software License (or specify where that
<br />license may be found); and, (ill) provide Licensee a copy of the Open
<br />Source Software source code, without charge, I it is publicly available
<br />(although distribution fees may be applicable).
<br />SECTION 4. LIMITATIONS ON USE
<br />4.1. Licensee may use the Software orgy for Licensee's Internal
<br />business purposes and only in accordance with the DooxaneMatfon.
<br />Any other use of the Software Is strictly prohiblled. Without limltng the
<br />general nature of these restrictions, Licenses will not make to
<br />Software available for use by third partes on a 'lime sharing;
<br />"application service provider; or "service bureau" basis or for any other
<br />similar commercial rental or shoring arrangement.
<br />4.2. Licensee will not, and will not allow or enable any third
<br />party to: (1) reverse engineer, disassemble, peel components,
<br />decompie, reprogram or otherwise reduce the Software or any portion
<br />to a human perceptible form or otherwise attempt to recreate the
<br />source code; (1) modify, adapt create deMative works of, or merge
<br />the Software; (til) copy, reproduce. distribute. land, or lease the
<br />Software or Documentation to any third party, grant any sublicense or
<br />other rights in the Software or Documantation to any, third party, or take
<br />any action that would Cause the Software or Documentation to be
<br />placed in the public domain; (t) remove, or in any way &Nor or obscure,
<br />arty copyright notice or otter notice of IDEMW's proprietary rights; (v)
<br />provide, copy. transmit. disclose. divulge or make the Software or
<br />Docunvn Cation available to, or permit the use of the Software by any
<br />third party or on any machine except as expressly authorized by this
<br />Agreernert; or (vl) use, or permit the use of, the Software In a manner
<br />that would result in the production of a copy of the Software act* by
<br />activating a machine containing the Software. Licensee may make one
<br />copy of Software to be used solely for archival, back-up, or disaster
<br />recovery purposes; provided that Licensee may not operate that copy
<br />of the Software at the same time as the original Software Is being
<br />operated. Licensee may make as many copies of the Documentation
<br />as it may reasonably require for the Internal use of the Software.
<br />4.3. Unless otherwise au horbed by IDEMIA len writing.
<br />Licensee will not and will not enable or allow any third party to: 0)
<br />install a licensed copy of the Soffvwrs on more than one unit of a
<br />Designated Product or (i) copy onto or transfer Software installed in
<br />one unit of a Designated Product onto another device. Licensee may
<br />temporarily transfer Software Installed on a Designated Product to
<br />another device I the Designated Product k Inoperable or
<br />malfunctioning. I Licenses provides written notice to IDEMIA of the
<br />temporary transfer and Identifies the device on which the Software is
<br />trarsfered. Temporary bai r of the Software to astir device
<br />must be discontinued when the original Designated Product k retuned
<br />to operation and the Software must be removed from to other device.
<br />Licenses must provide prompt written notice to IDEMIA at the time
<br />temporary transfer Is discontinued.
<br />SECTION 5. OWNERSHIP AND TITLE
<br />IDEMIA, its Ikxersors, and its urppllere retain ai of Lair proprietary
<br />rights In any form in and to the Software and Documentation, Including,
<br />but not united b, all rights In paterda, patent applications, inventions,
<br />cwpyrlghts, trademarks, trade secrets, trade nomas, and other
<br />proprietary rights In or relating to the Software and Documentation
<br />(including any corrections, bug fixes, enhancements, updates,
<br />modifications, adaptations, translations, decompilstors,
<br />dsassembilea, emulations to or derivative works from the Software or
<br />Documentation, whether made by IDEMIA or anter party, or any
<br />Improvements that result from DEMIA's processes or, provision of
<br />h*rmston services). No rights are granted to Licensee under this
<br />Agreement by Implication. estoppel or ottsrwfss, except for those
<br />rights which are expresaly Wmftd to Licensee In if* AgrosmenL Ail
<br />intellectual property developed, originated, or prepared by IDEMIA in
<br />cxlnn action with providing the Software. Designated Products,
<br />Doaxnertaton or ,slated services, remains vested exclusively in
<br />IDEMIA, and Licensee will not have any shred development or other
<br />IMelleckml property rights.
<br />SECTION 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY
<br />6.1. If Lkxrses Is not In breach of any of Its obligations under
<br />this Agreement. IDEMIA warrants tat the unmodified Software, wfan
<br />used property and in accordance with the Domownieten and this
<br />Agreement will be free from a reproducible defect that eliminates the
<br />kandamNty or successful operation of a feature critical to the primary
<br />f muft aifty or successful operation of the Software. Whathera defect
<br />occurs will be determined by IDEMIA solely with reference to the
<br />Documentation. IDEMIA does not warrant that Licensee's use of to
<br />Software or the Designated Products will be unirderrupted, error -free,
<br />completely free of Security Vulnerabilities, or that the Software or the
<br />Designated Products wig most Licensee's particular requirements.
<br />IDEMIA makes no representations or warranties with respect to any
<br />third party software Included In the Software.
<br />Reference: IDNC-L021019-04
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<br />Idemis Identity & Security USA LLC a 5515 East Le Palma Avenue, Suite 100, Anaheim, CA 92807 • www.idemia.com
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