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AWARE, INC. SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY. IF YOU ARE AN END USER WHO PURCHASED THIS SOFTWARE APPLICATION (THE “LICENSED SOFTWARE”) DIRECTLY FROM AWARE, INC. (“AWARE”), THIS AGREEMENT GOVERNS YOUR USE OF THE LICENSED SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE; PROMPTLY RETURN THE LICENSED SOFTWARE AND ACCOMPANYING DOCUMENTATION TO AWARE FOR A COMPLETE REFUND. BY INSTALLING OR USING THE LICENSED SOFTWARE, YOU AFFIRM YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
UNLESS OTHERWISE AGREED TO IN WRITING BY YOU AND AWARE, THIS AGREEMENT SUPERSEDES ANY TERMS AND CONDITIONS PROVIDED BY YOU WITH A PURCHASE ORDER.
IF YOU ARE AN AUTHORIZED AWARE OEM OR INTEGRATOR, YOU ARE AUTHORIZED TO SUBLICENSE THE LICENSED SOFTWARE TO END USERS SOLELY AS A COMPONENT OF AN APPLICATION WHICH YOU HAVE DEVELOPED SUBJECT TO THE TERMS OF THIS AGREEMENT OR AN AGREEMENT THAT AFFORDS AWARE THE SAME OR SIMILAR RIGHTS AS THOSE CONTAINED HEREIN. ALL OF THE TERMS HEREIN APPLY TO AWARE OEMS, INTEGRATORS AND END USERS.
- For each copy of the Licensed Software you have purchased, you are granted a nontransferable nonexclusive license (the “License”) to install and use one copy of the Licensed Software in a single application on a single personal computer or workstation. You are authorized to install and use the Licensed Software on a server only if you have purchased a server license from Aware or an Aware OEM or Integrator. A “server” is defined as any computer that receives and processes transactions or data from one or more remote devices (clients) or any computer that centrally performs functions and is designed to offload those functions from multiple other devices. You may make one copy of the Licensed Software for archival purposes. If you are the party that is purchasing the Licensed Software for use by your organization, or for use by your customer if you are an Authorized Aware OEM or Integrator, then you agree to comply with all applicable payment terms. Failure to comply with said payment terms could result in suspension or termination of your use and access to the Licensed Software.
- Except as expressly authorized by this Agreement, you may not copy, modify, translate, create derivative works of, reverse engineer, decompile or disassemble (except as applicable law expressly prohibits this restriction) the Licensed Software or the application programming interface (“API”). Unless you are an Authorized Aware OEM or Integrator, you may not sell, license, reproduce or distribute the Licensed Software to others. You may not use the Licensed Software for any purpose other than internal business use. You may not transfer the Licensed Software from one application to another or across any platforms. You may not use the Licensed Software on more than one application per single personal computer, workstation, or server. You shall comply with all laws, regulations, and ordinances applicable to your activities under this Agreement.
- Intellectual Property Rights. The Licensed Software, API and accompanying documentation are protected by both copyright law and international treaties. Aware and its licensors own and shall retain sole and exclusive ownership of all intellectual property rights in the Licensed Software and accompanying documentation, and the structure, organization and code contain valuable trade secrets of Aware and its licensors. Aware retains all rights not expressly grantedhereunder.
- This Agreement is effective for the purchased term, unless earlier terminated for failure to comply with these terms. If you fail to comply with any provision of this Agreement, at Aware’s option, we may suspend or terminate your use and access to the Licensed Software by providing notice, and you fail to cure the breach within the prescribed cure period provided in said notice. Upon such termination you must destroy or return, at Aware’s option, the Licensed Software, all accompanying written materials and all copies thereof. Sections 2, 3, 6, 7 and 8 will survive any termination.
- Export Law Assurance. You agree that neither the Licensed Software nor any direct product thereof is being or will be exported, shipped, transferred or re-exported, directly, or indirectly, into any country without complying with the export laws of the United
- Limited Warranty. Aware warrants for a period of ninety (90) days from your date of purchase that (i) the media on which the Licensed Software is distributed will be free from defects in materials and workmanship under normal use, and (ii) the Licensed Software as provided by Aware will substantially conform to Aware’s published specifications for the Licensed Software. Aware’s entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Aware’s option, replacement of the disk(s), refund of the purchase price or repair or replacement of the Licensed Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY AWARE AND AWARE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, IINCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE LICENSED SOFTWARE AND ACOMPANYING WRITTEN MATERIALS. NEITHER AWARE NOR ITS LICENSORS WARRANTS THAT THE LICENSED SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL WORK IN ALL COMBINATIONS SELECTED BY YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Limitation of Aware’s Liability. IN NO EVENT SHALL AWARE OR ANY OF ITS LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF AWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AWARE’S LIABILITY FOR MONEY DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE LICENSED SOFTWARE PRODUCT FROM WHICH THE CLAIM AROSE.
- This Agreement will be construed under the laws of the Commonwealth of Massachusetts, except for the body of law dealing with conflicts of law. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may be amended by Aware with notice to you. Your continued access to or use of the Licensed Software following our notification of any changes constitutes acceptance of those changes. You may not assign or otherwise transfer this Agreement, or assign or otherwise transfer any of your rights hereunder, or delegate any of its obligations hereunder, without the prior written consent of Aware. All notices required or permitted by this Agreement shall be in writing, and you agree that email to your email address on record will constitute formal notice under this Agreement. If you are a government user of the U.S. Government or any other jurisdiction, any use, disclosure, or duplication of the Licensed Software shall be subject to the restricted rights applicable to “Commercial Computer Software” as defined in the “Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation” clause at DFARS 252 227-7014 and “Restricted Computer Software” as defined in FAR 52.227-14; and all Licensed Software and documentation are licensed to government end users only as Commercial Software and with only these rights set forth in this Agreement.
Manufacturer: Aware, Inc., 76 Blanchard Road, Burlington, Massachusetts 01803.