**HID GLOBAL CORPORATION**

**ACTIVID® SOFTWARE**

**END USER LICENSE AGREEMENT**

***(Version January 2023)***

**IMPORTANT read carefully** -- THESE TERMS APPLY TO SOFTWARE
DISTRIBUTED BY HID Global Corporation or AN HID Global Corporation
affiliated entity ("lICENSOR") FOR ON-PREMISE USE, Whether provided on a
standalone basis or installed or embedded on hardware products. BY
USING, ACCESSING, DOWNLOADING OR INSTALLING THE SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT ("EULA"),
THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF
YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT
INSTALL OR USE THE SOFTWARE. IF YOU ARE A CHANNEL PARTNER, YOU AGREE TO
BIND YOUR END CUSTOMERS TO TERMS SUBSTANTIALLY SIMILAR AND NO LESS
RESTRICTIVE TO THOSE SET FORTH HEREIN.

# 1. Definitions

"**Channel Partner**" means an entity that Licensor has authorized as a
"reseller" of the Software.

"**Intellectual Property Rights**" means worldwide common law and
statutory rights associated with (a) patents and patent applications;
(b) works of authorship, including mask work rights, copyrights,
copyright applications, copyright registrations and "moral" rights; (c)
the protection of trade and industrial secrets and confidential
information; (d) all rights to registered and common law trademarks,
trade names, trade dress, and service marks; and (e) other proprietary
rights relating to intangible intellectual property (including but not
limited to designs, design rights, source codes, proprietary material,
know-how, ideas, concepts, methods, techniques, rights in databases and
all other intellectual property rights and rights of a similar character
whether registered or capable of registration).

"**Licensee**" means the end customer that has purchased the Software
either directly from Licensor or through a Channel Partner.

"**Perpetual**" means the licensing business model whereby Licensee or
Channel Partner, as applicable, pays Licensor a one-time license fee for
use of the version of the Software, as originally delivered to Licensee,
in perpetuity.

"**Purchase Documents**" means the invoice and/or other purchasing
documentation or order acknowledgment issued by Licensor or Channel
Partner.

"**Software**" means the software and corresponding licenses as more
particularly described in the Purchase Documents, and any associated
guides and manuals ("**Documentation**") provided by Licensor hereunder.

"**Subscription**" means the business model whereby Licensee or Channel
Partner, as applicable, pays Licensor a fee for use of the Software for
a specified term.

# 2. Grant of License.

 In consideration of payment of the applicable
license fee and subject to compliance with the terms and conditions of
this EULA, Licensor grants Licensee a non-exclusive, non-transferable,
non-sublicensable, worldwide right to use the Software solely for
Licensee's internal business operations, and not for further resale.
Licensee's right to use the Software is expressly limited to the number
of end users, workstations, servers or other such limitations as
indicated by the Purchase Documents. Only object code, machine-readable
versions of the Software are licensed to Licensee hereunder, and
Licensee has no rights under this EULA to the source code versions of
the Software. Licensee may use, reproduce and internally distribute the
Software solely in connection with and as reasonably necessary for
Licensee's authorized use of the Software and for backup and archive
purposes. Licensee may not make any other copies of the Software.
Provided, however, that Licensee may not copy any Software that is
installed, embedded or otherwise resident in any hardware products.

# 3. Restrictions.

The license rights granted in this EULA are subject
to the following restrictions (except and only to the extent such
restrictions are prohibited by applicable law):

3.1 Licensee may not sell, license, sublicense, lend, rent, lease, or
otherwise transfer the Software to a third party. Provided, however,
Licensee may make the Software available to a third party to operate the
Software on behalf of Licensee, subject to the terms and conditions of
this EULA, and provided that Licensee shall be fully liable for such
third party's compliance with the terms and conditions of this EULA.
Licensee may not use the Software for time-sharing, outsourcing, service
bureau, or managed service provider purposes, or otherwise make the
Software available to third parties for their commercial purposes,
unless expressly authorized in writing by Licensor.

3.2 Licensee acknowledges that the Software in source code form remains
a confidential trade secret of Licensor and/or its third-party
licensors. Licensee may not reverse engineer, decipher, decompile,
modify or disassemble the Software or otherwise attempt to derive the
source code of the Software, incorporate the Software in whole or in
part in any other software or product, or develop derivative works of
the Software or allow others to do so, or to attempt to do any of the
foregoing.

3.3 Licensee shall not disclose or publish the results of any
performance, functional, or other evaluation or benchmarking of the
Software to any third party without the prior written consent of
Licensor.

3.4 If the Software or hardware product uses a volume license key or
other method to limit the volume of use of the product, Licensee shall
not disable, bypass or otherwise circumvent the operation of such key or
method.

# 4. Audit.
Licensor or its agent may at any time audit Licensee for
the sole purpose of determining the number of active licenses in use by
Licensee ("In Use Licenses"). Where the In Use Licenses materially
exceed the purchased licenses, Licensor shall either notify the Licensee
who shall within 10 business days reduce the In Use Licenses to be
consistent with the purchased licenses or submit an invoice to the
Licensee or Channel Partner for payment for the licenses that exceed the
number of purchased licenses.

# 5. Ownership.
The Software is licensed under the terms of this EULA,
not sold. The Software and all authorized copies thereof, shall remain
the exclusive property of Licensor, and shall not be used in any way
other than as allowed by this EULA, and shall not be disclosed to any
third party. Licensee acknowledges that, as between Licensor and
Licensee, the Software and all Intellectual Property Rights with respect
thereto, are and will at all times be the property of Licensor, even if
Feedback is incorporated into current or subsequent versions of the
Software.

# 6. Confidentiality and Feedback.
Licensor and Licensee acknowledge
that each party may have access to certain of the other party's
confidential and proprietary information in connection with the Software
and this EULA (the "Confidential Information"). Each party will take all
reasonable precautions necessary to safeguard Confidential Information,
including those taken by such party to protect its own confidential
information of a similar nature. Each party will use the other party's
Confidential Information solely to fulfill the purposes of this EULA.
Neither party will have any confidentiality obligation with respect to
any portion of the Confidential Information that (i) it independently
develops without reference to the other party's Confidential
Information, (ii) it lawfully obtains from a third party under no
obligation of confidentiality or (iii) becomes available to the public
other than as a result of its act or omission. Licensee may, from time
to time, provide suggestions, comments or other feedback to Licensor
with respect to the Software (\"Feedback\"). Licensee agrees that all
Feedback is and shall be entirely voluntary. Licensor shall be free to
disclose and use such Feedback as it sees fit, entirely without
obligation of any kind to Licensee.

# 7. Limited Warranty and Disclaimers.

**7.1 Limited Warranty.** Licensor warrants that for a period of ninety
(90) days from the earlier of the date the Software is delivered to
Licensee (FCA Origin) or downloaded by Licensee ("Warranty Period"): (i)
the media on which the Software is recorded will be free from material
defects in materials and workmanship under normal use, and (ii) the
Software will perform substantially in accordance with the then-current
Documentation, provided that such Software is properly used by Licensee
in accordance with such Documentation and this EULA. This limited
warranty is VOID if failure of the Software is due to accident,
negligence, abuse, improper installation or misuse of the Software.

**7.2** **Remedies.** Licensor's sole and exclusive liability and
Licensee's sole and exclusive remedy under this limited warranty shall
be to, at Licensor's election, either: (a) replace of the media if
defective, or (b) use commercially reasonable efforts to repair or
replace the Software to make the Software perform substantially in
accordance with the accompanying Documentation. In the event Licensor is
unable to remedy the non-conformity and such non-conformity materially
affects the functionality of the Software, Licensee may promptly
terminate the license applicable to the non-conforming Software and
return such Software and any applicable Documentation to Licensor or
Channel Partner, as applicable. In such event, Licensee will receive a
refund of the license fee received by Licensor with respect to such
Software, less the value of use to date. The above remedies are
available only if Licensor or Channel Partner are promptly notified in
writing within the Warranty Period. Any replacement Software will be
warranted for the remainder of the original Warranty Period, or for
thirty (30) days, whichever is longer.

**7.3 Disclaimer of Warranties.** Except as expressly stated in this
EULA, the Software is provided "AS IS." TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAWS, LICENSOR (and ITS LICENSORS) EXPRESSLY DISCLAIM
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE
SERVICES OR FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE\'S
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. FURTHERMORE, NEITHER LICENSOR (NOR ITS LICENSORS) WARRANT OR
MAKE ANY REPRESENTATIONS AND DISCLAIMS ALL LIABILITY REGARDING ANY LOSS
OF DATA OR LOSS OF USE OF DATA (INCLUDING PERSONAL DATA), THE
PERFORMANCE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY. The foregoing limitations and exclusions apply to the extent
permitted by applicable law in LICENSEE's OR CHANNEL PARTNER'S
jurisdiction. If applicable law limits the application of the provisions
of this Section, Licensor's liability will be limited to the maximum
extent permissible.

# 8. Data Privacy and Security.
Licensee is solely responsible
for: (i) use of the Software, including without limitation,
installation, deployment, and management of the Software; (ii) use of
the Software in compliance with all applicable laws; (iii) ensuring the
security of all data collected, processed, stored, and maintained using
the Software; and (iv) providing adequate notice and obtaining and
maintaining valid consents from all of Licensee's end users, as may be
necessary under applicable law (including data protection or data
processing laws and regulations), to process their personal data using
the Software for Licensee's intended purposes.

# 9. Limitation of Liability.
LICENSOR, ITS LICENSORS, AGENTS, AND
SUPPLIERS SHALL NOT BE LIABLE WHATSOEVER FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION
DAMAGES FOR LOST PROFITS, DATA (INCLUDING PERSONAL DATA) OR LOSS OF USE,
OR PROCUREMENT OF REPLACEMENT SOFTWARE, HOWEVER INCURRED BY THE LICENSEE
OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
AGGREGATE AND CUMULATIVE LIABILITY OF LICENSOR FOR DAMAGES UNDER THIS
EULA SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY LICENSEE FOR THE
AFFECTED SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE CLAIM GIVING RISE TO ANY LIABILITY. The foregoing
limitations and exclusions apply even if a limited or exclusive remedy
fails of its essential purpose and will apply to the extent permitted by
applicable law in Licensee's jurisdiction. If applicable law limits the
application of the provisions of this Section, Licensor's liability will
be limited to the maximum extent permissible.

# 10. Compliance with Laws and Export.
Licensee shall comply with all
applicable laws, ordinances, rules and regulations, and shall obtain any
and all permits, licenses, authorization, and/or certificates that may
be required in any jurisdiction or any regulatory or administrative
agency in connection with the sale, use and/or operations of Software,
including any collection or use of personal data and/or personal
information, as defined by applicable law. Licensee shall comply fully
with all international and national laws and regulations that apply to
the Software and to Licensee's use thereof, including, but not limited
to the U.S. Export Administration Regulations and end user, end-use and
destination restrictions issued by U.S. and other governments. Without
limiting the generality of the foregoing, Licensee expressly agrees that
it shall not, and shall cause its representatives to agree not to,
export, directly or indirectly, re-export, divert, or transfer the
Software or Documentation or any direct product thereof to any
destination, company or person restricted or prohibited by U.S. laws or
regulations or laws or regulations of any other applicable jurisdiction.

# 11. Third Party Components.
Licensee acknowledges that the Software
may include incorporated third party software components or require the
use of third party software programs (collectively, "Third Party
Components") including programs that are available under either their
own license, or an open source or free software license (each a "Third
Party License"). Third Party Licenses are typically found in a readme
file in the Software or accompanying the Software and/or hardware. This
EULA does not alter any rights or obligations Licensee may have under
Third Party Licenses. Third Party Components are provided "AS IS" and
notwithstanding anything to the contrary, the Disclaimer of Warranties
and Limitation of Liability provisions of this EULA shall apply to Third
Party Components.

# 12. U.S. Government Restricted Rights.
The Software is provided with
*"Restricted Rights"*. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in subparagraph (a)
of the Rights in Technical Data clause at DFARS 252.227-7102-2 or
subparagraphs (b)(2) and (c) of the Commercial Computer Software License
at 48 CFR § 52.227-19, as applicable (and the successor clauses to any
of the foregoing). The contractor/manufacturer is HID Global
Corporation. All Software provided to the U.S. Government, including its
civilian and military agencies, is commercial computer software that was
developed at private expense prior to its provision to any U.S.
Government entity. Subject to any applicable regulations set out in the
FAR or DFARS (and any superseding regulations), the Software is provided
with the commercial license rights and restrictions described elsewhere
in this Agreement. For Department of Defense agencies, the Rights in
commercial computer software or commercial computer software
documentation set forth in the " clause at 48 CFR § 227.7202-3 shall
also apply.

# 13. Procurement and Support of System.
Licensee is responsible for
procuring, installing and maintaining the hardware or software
infrastructure, including a suitable operating system environment
(collectively the "System"), required for the proper operation of the
Software. Licensee acknowledges that updates to the Software provided as
part of any support or maintenance service provided by Licensor or
Channel Partner may require modification or upgrades to certain
components of the System in order to utilize such updates, and that
Licensee is solely responsible for obtaining such software and hardware
modification or upgrades from the applicable suppliers or manufacturers.

# 14. Oracle.
The ActivID Software provided as part of the ActivID
Appliance solution contains software components ("Oracle Components")
licensed from Oracle under the terms of a restricted license subject to
the license terms located at: <https://docs.oracle.com/en/>. If Licensee
has purchased the ActivID Appliance solution, Licensee acknowledges and
agrees that Oracle is an intended third-party beneficiary of this
Agreement. **

# 15. Term and Termination of License.
The term applicable to
Licensee's use of the Software shall be on a: (i) Subscription basis
subject to payment of the applicable subscription fees for each term; or
(ii) Perpetual basis, as indicated in the Purchase Documents. Licensor
reserves the right to terminate this EULA and Licensee's corresponding
right to use the Software in the event Licensee breaches a material
obligation under this EULA and fails to cure such breach within thirty
(30) days after Licensor sends written notice describing the breach if
such breach is capable of being cured, or immediately if the breach is
not capable of being cured. Upon any termination of this EULA, or if
Licensee should discontinue use of the Software or give up personal use
and control of the computers or other hardware on which the Software is
installed, Licensee shall destroy all copies of the Software and any
related Documentation in any form. The Sections of this EULA which
contemplate performance or observance subsequent to termination or
expiration of this EULA, or which by their nature are intended to
survive termination or expiration of this EULA shall so survive
termination or expiration and continue in full force and effect.

# 16. General.

16.1 Licensee may not assign this EULA or any of its right hereunder
without the prior written consent of Licensor. Any attempt by the
Licensee to assign any rights, duties or obligations, which arise under
this EULA without such permission shall be void.

16.2 Any waiver or forbearance shall be valid only if in writing. No
waiver by a party of any default shall operate as a waiver of any other
default or of the same default on a future occasion. No delay, course of
dealing or omission on the part of one party in exercising any right or
remedy shall operate as a waiver thereof, and no single or partial
exercise by such party of any right or remedy shall preclude any other
or further exercise thereof or the exercise of any other right or
remedy.

16.3 If any provision or provisions of this EULA shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, provided such provisions still express the
intent of the parties. If the intent of the parties cannot be preserved,
the EULA shall either be renegotiated or rendered null and void.

16.4 No remedy conferred by this EULA is intended to be exclusive of any
remedy, except as expressly provided, and each and every remedy shall be
cumulative and in addition to every other remedy given under this EULA
or now or in the future existing in law or in equity or by statute or
otherwise.

16.5 This EULA is not made for the benefit of, nor shall any of its
provisions be enforceable by any person other than Licensor, Licensee
and their respective successors and permitted assignees.

16.6 This EULA shall be construed and interpreted in accordance with the
laws of the State of Texas, USA. Any action, suit or proceeding relating
to this EULA may be brought in the appropriate the appropriate court
located in Travis County, Texas and each party hereby consents to such
jurisdiction. The provisions of the United Nations Convention on
Contracts for the International Sale of Goods will not apply to this
EULA or any order issued hereunder.

16.7 Unless otherwise agreed in writing by the parties, this EULA
constitutes the entire understanding and agreement between the parties
hereto with respect to the subject matter of this EULA and merges and
supersedes all prior communications, understanding and agreements,
written or oral. Any modifications to this EULA must be in writing and
signed by a proper and duly authorized representative of the party to be
bound thereby. Licensor shall not be bound by any differing or
inconsistent terms contained in any order form, purchase order or other
form issued by Licensee.
