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License

The following clauses set the terms, rights, restrictions and obligations on using this Software, created and owned by VERIDAS DIGITAL AUTHENTICATION SOLUTIONS, S.L. ("VERIDAS" or the "Licensor"), without prejudice to the provisions laid down in the contracts subscribed by the Licensor and your entity (the Licensee), which shall prevail over this file.

LICENSE GRANT

VERIDAS hereby grants to the Licensee a non-exclusive, non-assignable and non-transferable, non- commercial, indivisible, without the rights to create derivative works license for the term specified in the Offer to use the offered software (the "Software") for the specific purpose specified between the Parties and/or in the Offer, subject to the terms and conditions contained herein and other legal restrictions set forth in third party software used while running the Software.

The Software has different components that can be used for several applications. However, the license is granted over the Software licensed components as a whole, and no separated use is permitted other than the specific purposes agreed by the Licensor and the Licensee.

The Software is comprised of proprietary code. However, the Software may include certain third- party components with separate legal notices or governed by other agreements, as may be described in the Software. Even if such components are governed by other agreements, the disclaimers and the limitations on and exclusions of damages below also apply.

On specific products, if necessary, VERIDAS may install a computer application, in some cases connected with an external server, that allows VERIDAS to verify that the system is updated and payments are correctly made.

USE OF THE SOFTWARE

  1. The Licensee cannot use the Software for other purposes than as specified in the Offer.
  2. The Licensee may permit its employees to use the Software for the purposes agreed by the parties and/or described in the Offer, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Software do not commercialize or disclose the contents of it to any third party, or use it other than in accordance with the terms herein.
  3. The Licensee will not distribute, sell, license or sub-license, lease, trade or expose for sale the Software to a third party.
  4. No copies of the Software are to be made other than as expressly approved by VERIDAS.
  5. No changes to the Software or its content may be made by Licensee.
  6. The Licensee will provide technological and security measures to ensure that the Software, which the Licensee is responsible for, is physically and electronically secure from unauthorized use or access.
  7. The Licensee shall ensure that the Software retains all VERIDAS copyright notices and other proprietary legends and all trademarks or services marks of VERIDAS, as specified in clause 3 below.
  8. The Licensee shall not, under any circumstances, use reverse engineering practices on the Software.
  9. The Licensee is responsible for extending the obligations herein to Clients, to the extent they may apply.

INTELLECTUAL PROPERTY RIGHTS

  1. Intellectual Property Rights means all rights in and to any copyright, trademark, trading name, design, patent, know-how, trade secrets and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights.
  2. All Intellectual Property Rights over and in respect of the Software are owned by VERIDAS. The Licensee does not acquire any rights of ownership in the Software, and it must use the Intellectual Property Rights exclusively as required for reasonable and customary use within the purposes of the License.
  3. Any modification made on the Software in order to adapt it for the provision of the service to the Licensee and/or the Client, shall be include in the Intellectual Property Rights as defined in clause 3.2 above.

LIMITATION OF LIABILITY

  1. To the extent permitted under the law, the Software is provided under an "AS IS" basis. The Licensee acknowledges and agrees that neither VERIDAS nor its board members, employees or agents, will be liable for any lost or damage arising out of or resulting from VERIDAS’ provision of the Software under this License, or any use of the Software by the Licensee, the Client or their employees. The Licensee hereby releases VERIDAS to the fullest extent from any such liability, loss, damage or claim, both its own or of the Clients. Regarding the processing of personal data with the Software, the Licensee acknowledges and agrees that the Licensor is no liable for the data collected by the use of the Software within the scope of the Licensee’s activities. This limitation shall apply to any issue related to the software, services, contents (including code) found at third-party websites or third-party programs.

  2. The Licensee must indemnify, defend and hold harmless the Licensor, its board members, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from: Licensee’s and Licensee’s employee’s use or reliance on the Software; any breach of the terms of the License by the Licensee or its employees; any other act of Licensee that can be considered negligent.

  3. Notwithstanding the previous general clause, VERIDAS expressly excludes any liability resulting from:

    a) willful, fraudulent, deliberately unlawful acts, penalized as a criminal offence, or which are voluntarily against the law, carried out by or against the Licensee or a Client, or their employees;

    b) any fact or circumstance, real or suspected, the Licensee or the Clients know about or could have reasonably foreseen, and that may affect, in any way, to the correct function- ality of the Software;

    c) mechanical fails, electric fails (including interruptions, outages, overvoltages or power cuts) and fails on telecommunication or satellite transmission systems, given that those fails are not due to an act or omission of VERIDAS or to an error of the delivered Software;

    d) damage or loss of the Licensee’s or Client’s data stored or hold in VERIDAS’ systems, as well as the costs resulting from such circumstance; or

    e) any act or claim alleging, derived from or based on funds, money or value transfers or any other negotiable instrument for or from a bank or financial institution.

  4. Licensee and Clients acknowledge that the Software has an associated error rate which makes not possible, considering the state of the art, to guarantee a complete level of reliability. In this sense, VERIDAS provides information about the levels and error rates of every Software version. On the other hand, the outputs of the system are not binary but they offer a probabilistic result that has to be configured by the Licensee or the Client.

The facial verification functionality of this Software has been tested against the LFW database, with results up to a 99:8% precision (FNR= 0:4% at FPR 0:4%). This level of reliability is subject to image capture conditions during the process, and therefore the Licensor shall not be responsible of any use the Licensee may make of the Software in different environments than those recommended by the Licensor.

As a result, it is the responsibility of the Licensee and/or the Client to carry out any necessary internal control evaluation, to implement due diligence measures in accordance with the regu- lation they have to comply with (including without limitation: regulation on the prevention of money laundering, citizen security, border controls, etc.) and to evaluate the convenience of the Software as an instrument for complying with current legislation.

VERIDAS provides some tools that may help the Licensee and/or the Client to implement prevention mechanisms, but it is not responsible for the study of the convenience of its im- plementation, the specific configuration of the Software, or the use of the Software (expressly including the validation results obtained with the Software).

  1. Licensee is responsible for communicating and transferring the previous limitations of liability to the Clients.