Copyright (c) 2022 Versasec AB End-User License Agreement for Versasec Software IMPORTANT - READ CAREFULLY: This End-User License Agreement for Versasec Software ("EULA") is a legal and binding agreement between YOU (individually, and in your capacity as an authorized representative of your company) and VERSASEC AB (Versasec) or a subsidiary or affiliate of Versasec that distributes the Software under this EULA. YOU are a person or legal entity wishing to use the Software in accordance with this EULA. Before accessing or using any part of any Versasec websites, platform, or other related services, portals, or tools, or any of the materials, software, documentation, and content available in or through them, YOU should carefully read the following terms and conditions contained in this EULA, as they govern your access to and use of the Versasec services, for yourself and on behalf of your company. This EULA governs your use of all of the Software distributed or delivered hereunder. "Software" means all computer software, associated media, any printed materials and any accompanying "online" or electronic information delivered in connection with this EULA. Versasec is willing to license and allow the use of the Versasec Software and services only on the condition that YOU accept and agree to all of the terms and conditions contained in this EULA. If YOU do not agree with this EULA, or YOU are not authorized to act on behalf of the company, YOU are not granted a license or permission to access or otherwise use all or any portion of the Software, services, or this website and related Versasec services. Versasec may change the terms of the EULA, so please check back from time to time. If we make material changes to the EULA, we will use our commercially reasonable efforts to inform YOU in advance by posting a notice within the Versasec online services or Software. If YOU are a registered user or are on our Software, Versasec may also notify you of such material changes via email. Versasec also may ask YOU to accept changes to the EULA at the time of your next account login, access or use of the Software. By downloading, installing, copying, breaking any seal on, or otherwise using the Software, YOU acknowledge that YOU have read this EULA and agree to be bound by its terms. If YOU do not agree to the terms and provisions of this EULA, do not download, install, copy, or otherwise use the Software, and please return the Software and any accompanying items to Versasec. Software Product License 1. Ownership The Software is owned and copyrighted by Versasec or its third-party suppliers and is licensed (and not sold) to you. Versasec's third party suppliers or distributors may assert and protect any of their rights (and with Versasec's permission, Versasec's rights) in the event of any violation of this EULA. 2. Grant of License Versasec grants YOU, and this EULA grants YOU, the world-wide, non-exclusive, non-sublicensable, non-transferable (except as set forth in this Agreement), license to use the Software, in object code format, solely for personal use. (a) YOU shall reproduce on any copy of the Software, or Versasec material, all copyright notices and any other ownership, confidentiality or proprietary legends that are on the original copy of the Software and accompanying documentation, and YOU may make only one copy of the Software solely for backup or archival purposes, provided that such backup copy is not installed on any computer. (b) YOU may not reverse-engineer, decompile, or disassemble the Software, or otherwise reduce the code of the Software to a human perceivable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the restrictions of this Section 2(b), and in such event YOU shall provide Versasec immediate notification of such activities and received Versasec's prior written approval. YOU shall not alter or remove any of Versasec's trademarks affixed to or otherwise contained on or within the product(s). (c) YOU may not market, distribute, transfer copies of the Software to others or electronically transfer the Software from one computer to another over a network except for Software installations permitted under Section 2 of this EULA. YOU may not rent, lease, or lend the Software. YOU may not modify, adapt, translate the Software or create derivative works based on the Software. (d) All rights not expressly granted to YOU in this EULA are reserved by Versasec and its suppliers. No rights are granted by implication or otherwise. (e) By accessing or using the Software, YOU represent that YOU will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Software, including, without limitation, when YOU provide information at registration or as may be requested from time to time by Versasec in connection with your account. YOU are responsible for providing the equipment and services that YOU need to access and use the Software. Versasec does not guarantee that the Software is accessible on any particular equipment or device or with any particular software or service plan. In addition, YOU agree to abide by (a) Versasec policies, as provided to Versasec from time to time, and (b) all applicable local, state, national, and international laws and regulations in connection with your use of the Software. YOU further agree that YOU will comply with the export laws and regulations of the United States and any other country with jurisdiction over the Software, confidential information, intellectual property rights, or documentation or development tools of Versasec. 3. Termination This EULA, as updated and in effect from time to time. Versasec may, at any time and upon notice and without further action on reasonable grounds in Versasec's sole opinion, which shall include, upon the breach of any of your obligations or the license rights granted to YOU under this EULA, or any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA. Upon termination, all use of the Software by YOU must cease and all rights granted to YOU under this EULA are terminated. Upon termination YOU hereby agree to return to Versasec or to destroy all copies of the Software in your possession or control within seven (7) days of such termination and YOU must certify the same in an affidavit to Versasec. This remedy is in addition to any other remedies available to Versasec. Sections 1, 3, 4, and 8 through 13 hereof shall survive any termination of this EULA. 4. Copyright All rights, title, and proprietary rights in and to the Software (including, but not limited to, any patents, trade secrets, trademarks, copyrights, images, photographs, animations, video, audio, music, text and software code incorporated into the Software) and all copies of the Software are owned by Versasec or its suppliers. The Software is protected by copyright laws, international treaty provisions, and other laws. Acts in violation of this EULA may also be a crime punishable by fine or imprisonment under applicable law. YOU understand that Versasec may update or revise the Software in its sole discretion but has no obligation to furnish any Software updates or revisions to you. If YOU upgrade the Software to a higher-numbered or later version of the Software (e.g., from APPLICATION 3.x to APPLICATION 4.x) or to a comparable Versasec software product, including versions for different operating systems ("Replacement Software"), unless otherwise indicated in any end user license agreement accompanying such Replacement Software, this EULA is terminated to the extent it covers the replaced software and your rights in the Replacement Software will be governed by the end user license terms applicable to that Replacement Software. If any Replacement Software, or other Software of Versasec, is distributed to YOU without a separate end user license agreement, this EULA shall govern all your rights and obligations therein. 5. Proprietary Rights YOU expressly acknowledge and agree that Versasec transfers no ownership or intellectual property interest, rights, or title in or to the Software to YOU or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Software, unless otherwise indicated, are owned, controlled, and licensed by Versasec and/or its licensors, and their respective successors and assigns, and are protected by applicable laws and regulations, including without limitation applicable copyright, trade secret, patent, and trademark laws, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Versasec does not grant any express or implied right to YOU or any other person under any intellectual or proprietary rights. Accordingly, any unauthorized use of the Software by YOU may violate intellectual property or other proprietary rights laws as well as other laws or regulations. 6. Export Restrictions YOU agree to comply with all laws applicable to your use of the Software. YOU further agree that YOU will not export or re-export the Software, any part thereof, or any process or service that is the product of the Software (the foregoing collectively referred to as the "Restricted Components"), to any country, person or entity subject to export restrictions. YOU specifically agree not to export or re-export any of the Restricted Components: (i) to any country to which the United States ("U.S.") has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any entity who YOU know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any entity who YOU know or have reason to know has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. YOU warrant and represent that neither the Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked, or denied your export privileges. 7. U.S. Government Restricted Rights If a user of the Software is an agency, department, or other entity of the United States government (the "Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of such Software, or of any related documentation of any kind, including technical data, is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212, Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202, subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Software is commercial computer software and commercial computer software documentation. The use of this Software by the Government is further restricted in accordance with the terms of this Agreement, or any modification hereto, and the Versasec software license agreement provided with the Software. 8. Limited Warranty, Disclaimer of Implied Warranties & Duties, Limited Warranty Remedy (a) Disclaimer of Warranties and Duties. To the maximum extent permitted by applicable law, Versasec, its suppliers, and distributors provide the Software and any (if any) support services related to the Software ("Support Services") without any express warranty, and the Software and Support Services are provided "AS IS" and "WITH ALL FAULTS" and "AS AVAILABLE" basis and may include errors, omission, or other inaccuracies. YOU assume the sole risk of making use of the Software. Versasec hereby disclaims all implied and statutory warranties, duties and conditions, including, but not limited to, any (if any) implied warranties of condition of merchantability, fitness for a particular purpose, non-infringement, lack of viruses, accuracy of information or completeness of responses, results, and of lack of negligence or lack of workmanlike effort, condition of title, quite enjoyment, quiet possession, correspondence to any description provided in any written text. Versasec also makes no representation or warranty that the Software will operate error free or in an uninterrupted fashion or that any downloadable files or information will be free of viruses or contamination or destructive features. (b) Versasec does not warrant that the Software will be resistant to all possible efforts to defeat or disable its functions, including its security mechanisms, and Versasec shall not incur, and disclaims, any liability in this respect. Security mechanisms' resistance and strength necessarily evolve according to the applicable state of the art in security and with reference to the emergence of new technologies and methods developed in efforts to defeat or disable such mechanisms. To the maximum extent permissible by law, Versasec shall not be held liable for any third-party actions and in particular in case of any successful effort to defeat or disable security functions of the Software, or computing devices and equipment using, accessing or incorporating the Software. (c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERSASEC, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES CREATES A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. 9. Privacy The privacy and security of your information is important to Versasec, and Versasec only shares aggregate information which is not individually identifiable for reporting and optimization and improvement of services. The Privacy Policy is incorporated into the EULA and also governs your use of Software. To the extent there is a conflict between the terms of the Privacy Policy and the EULA, the EULA governs. The Privacy Policy describes the data that we gather about or from users of the Software and how we process, use, and share that data. By using the Software, YOU consent to all actions that we take with respect to your data consistent with the Privacy Policy. 10. Security As a material condition to your use of the Software, individually and on behalf of the company, each of YOU and the company agree as follows: (a) YOU will be granted access to the Software using an individual account and access credentials. In connection with such access, YOU agree as follows: all authorized user required information will be accurate, current, and complete information; YOU will keep all authorized user information updated and accurate at all times; YOU will keep your access credentials confidential; and YOU and the Company will immediately notify Versasec if YOU or the company discover or suspect that your access credentials or company's network security have been compromised or breached. YOU will not permit any use of the Software that would damage, interfere with, or unreasonably overload the Software. YOU acknowledge that Versasec will not contact YOU to solicit your username or password. (b) Each of YOU and the company will be solely liable for all activities undertaken using any authorized user account, will be solely responsible for administering and managing access credentials of authorized users, will immediately terminate access credentials for individuals who no longer are authorized users, and accept all risks for any unauthorized use of any authorized users' access credentials. (c) Each of YOU and the company agree that, unless YOU or the company have first notified us immediately of any compromise or breach, Versasec should assume that any instruction transmitted using your access credentials is yours and has been authorized by you, and Software will be entitled to rely on such instruction and will have no obligation to inquire into the propriety of such instruction. (i) In furtherance of the foregoing, and not in limitation thereof, both YOU and company will cooperate with Versasec to respond to any compromise or breach and mitigate any potential losses, and will indemnify Versasec and its clients and their respective users for any losses or liabilities caused by or related to any use of any of company's authorized user account(s) or access credentials, whether or not such activity expressly was authorized by company. (ii) Each of YOU and company are responsible at all times for ensuring that authorized users' use of the Software complies with all applicable Versasec policies, including without limitation security, operational, financial, contractual, or similar business considerations, as the same may be updated from time to time by Versasec. (iii) Versasec reserves the right, without notice and in its sole discretion at any time, to suspend or terminate all or a portion of YOU or the company's, or one or more of its authorized users', authorization to access and use the Software, in whole or in part, in connection with any breach of this EULA, material failure to comply with applicable Versasec policies, or any known or suspected incident in which YOU or the company's access credentials or network security have been compromised or breached, directly or indirectly. 11. Exclusion of Incidental, Consequential and Certain Other Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERSASEC OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF VERSASEC OR ANY SUPPLIER, AND EVEN IF VERSASEC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12. Limitation of Liability and Remedies NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VERSASEC AND ANY OF ITS SUPPLIERS UNDER THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. YOU HEREBY WAIVE AND FOREVER RELEASE VERSASEC FROM ANY AND ALL CLAIMS IN EXCESS OF THAT AMOUNT. 13. General Provisions This EULA contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements or understandings (oral or written). This EULA is governed by and shall be interpreted in accordance with the laws of Sweden, without giving effect to any applicable choice of law principles. Any and all disputes, claims or legal proceedings arising hereunder shall be subject to the exclusive jurisdiction of the courts of Stockholm, Sweden. This EULA is not governed by the United Nations Convention for the International Sales of Goods, the application of which is expressly excluded. This EULA may not be assigned or modified except by a written addendum issued by a duly authorized representative of Versasec. The parties agree that this EULA is for the benefit of the parties hereto. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between YOU and Versasec or as a result of this EULA or your utilization of the Software. No provision of this EULA can be waived unless such waiver is in writing and signed by a duly authorized representative of Versasec. Versasec may list you as a customer and describe in general terms the services provided by Versasec under this Agreement in proposals and other marketing materials and Versasec may use your logos and trademarks in support thereof. If any part of this EULA is found to be unenforceable or void, the remainder, except for Section 2 hereof, shall stay valid and enforceable. If YOU have any questions about this EULA, please contact Versasec at: https://versasec.com