End User License Agreement

IMPORTANT NOTICE: Prior to download, installation, copy or use please read the below terms of the product application. BY DOWNLOAD, INSTALLATION, COPY OR USE OF THE PRODUCT YOU EXPRESS YOUR CONSENT TO THESE TERMS AND CONDITIONS.

This agreement on software use (the "Agreement") executed by and between FireID (Pty) Limited with its principal place of business at 2nd Floor, Octo Place, Electron Avenue, TechnoPark, Stellenbosch, Western Cape 7600, South Africa ("FireID" or the "Provider") and you, a natural or legal person, (the "Organization") entitles you to use the Software defined in Article 1 hereof, regardless of the means of transmission or delivery, subject to the terms and circumstances discussed below.

THIS IS NOT A PURCHASE CONTRACT BUT AN AGREEMENT ON THE RIGHTS OF THE ORGANIZATION IMPLEMENTING AN INSTALLATION OF THE SOFTWARE. The Provider remains the owner of the copy of the Software and of the physical medium, if any, on which the Software is supplied in commercial packaging as well as of all copies of the Software to which the Organization is entitled under this Agreement.

By clicking on the button "I Accept" you express consent to the provisions and terms hereof. If you disagree with any provisions of this Agreement, promptly click on the button "Decline" or "I Do Not Accept."

YOU AGREE THAT YOUR USE OF THE SOFTWARE INDICATES THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS PROVISIONS.

1. Software. The Software in this Agreement shall mean (i) the computer program(s) FireID Mobile Authentication System, including all its parts, regardless of the means or medium of transmission or delivery, (ii) any explaining materials and any documentation related to the Software including, without limitation, any description of the Software, its specification, description of properties, description of control, description of interface in which the Software is used, a manual or installation handbook of the Software or any description of the correct use of the Software (the "Documentation"), (iii) copies of the Software, repairs of errors, if any, of the Software, additions to the Software, extensions of the Software, modified versions of the Software, new versions of the Software and all upgrades of Software parts, if supplied, in respect of which the Provider grants you the License pursuant to Article 4 hereof. The Provider shall supply the Software only in the form of executable code.
   
   
2. Installation. The Software requires installation. You must install the Software on a correctly configured computer complying at least with requirements set out in the Documentation. The manner of installation is specified in the Documentation. No computer programs or hardware which could unfavorably affect the Software may be installed on the computer on which you install the Software.
   
   
3. DEDICATED HOST COMPUTER REQUIRED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DEPLOYMENT OF THE PRODUCTS REQUIRES A DEDICATED HOST COMPUTER AND THAT INSTALLATION OF THE SERVER COMPONENTS OF THE SOFTWARE WILL EFFECTIVELY DESTROY ALL PRE-EXISTING DATA MAINTAINED ON THE SELECTED HOST COMPUTER.
   
   
4. License. Provided that you have agreed to this Agreement and you pay the License Fee under Article 17 when due and payable, the Provider grants you a non-exclusive and non-transferable right to permanently install the Software on a device that you won or with respect to which you are authorized to install such Software, to install and store the Software to the memory of such a device and to implement, store and display the Software on such a device, however, provided that the maximum number of such computer systems is the number which the End User specified in an order and for which the End User paid the relevant fee (the "License"). One user shall mean installation of the Software on one device.
   
   
5. Exercise of rights of the Organization. You must exercise the rights granted hereunder in person or through your employees, if any. As an authorized Organization you may use the Software for the use of those devices for which you have obtained and paid for the License and may make the Software available to authorized End Users pursuant to the terms of the End User License Agreement for Software Use, which each authorized End User shall be required to expressly accept electronically prior to downloading the relevant End User Software. FireID shall be named as a third party beneficiary of any agreement pertaining to the Software that your Organization executes with any authorized End User.
   
   
6. Limitation of rights of the Organization. You may not copy, distribute, separate its parts or create derived versions of the Software, or authorize or permit any other person to do so, subject to the following:
   • You may not use, modify, interpret, reproduce or transfer rights to use the Software or copies of the Software in any manner other than as provided for in this Agreement.
   • You may not sell the Software, sublicense or lease it to another person or hire the Software from another person or lend the Software, except that you may grant authorizations to End Users associated with your organization, in accordance with this Agreement.
   • You may not analyze, decompile, disassemble a source code or seek to obtain a source code of the Software in any other manner, except to the extent such limitation is explicitly prohibited by law.
   • You may not translate, port, modify, enhance or create any derivative works based on the Software.
   • You agree to use the Software only in the manner which is in accordance with all applicable legal regulations in the laws under which you use the Software including, without limitation, in accordance with applicable limitations arising from copyright laws and other intellectual property rights.
   • You may not use the Software obtained on a trial version or Not-For-Resale ("NFR") basis a view to avoiding payment of the License Fee under Article 17.
   • You may not obscure, alter or remove and patent, copyright or trademark marking or legend contained on or in any Software or any associated medium or Documentation.
   • You may not permit or authorize any person to do or attempt to do anything with respect to the Software that you cannot do yourself under this Agreement. You acknowledge and agree that the Software and Documentation contain proprietary information and valuable trade screts of FireID and its licensors, and that you will shall take all reasonable steps to ensure that no unauthorized persons have access to the Software or Documentation, and to ensure that no persons authorized to have such access take any action that would violate the terms and conditions of such authorization.
   
   
   
7. Copyrights. The Software and all rights including, without limitation, legal title and intellectual property rights therein are the property of FireID and/or its license providers. They are protected by provisions of international treaties and by all other applicable laws of the country in which the Software is used. The structure, organization and code of the Software are business secrets and confidential information of FireID and/or its license providers. Any copies that you may create hereunder must contain the same notices of copyrights and legal title as specified on the Software. If you analyze, decompile, or disassemble a source code or seek to obtain a source code in any other manner in violation of the provisions of this Agreement, any information thereby obtained shall automatically and irrevocably be deemed transferred to the Provider and owned by the Provider in full from the moment of the origin thereof.
   
   
8. Reservation of rights. All rights to the Software, except for the rights expressly granted to you in this Agreement, are reserved by the Provider for itself.
   
   
9. Several language versions, versions for more operating systems, several copies. You may not sell, lease, hire, sublicense, lend or transfer to other persons any versions or copies of the Software not used by you, except that you may grant authorizations to End Users associated with your organization, in accordance with this Agreement.
   
   
10. Commencement and term of the Agreement. This Agreement is valid and effective from the first day on which you have installed the Software. You may terminate this Agreement by permanently deleting, destroying or returning at your own costs the Software, all back-up copies, if any, and all related materials that you have obtained from the Provider or from its business partners. Your rights shall automatically and immediately extinguish without any notice from the Provider if you fail to comply with any provision of this Agreement. In such a case you must promptly delete, destroy or return at your own costs the Software, all back-up copies, if any, and all related materials to FireID or to the place where you obtained the Software.

    This Agreement is executed for an initial period of one or two years, as per the period specified by you on your order for the Software and may be repeatedly extended for another period of one or two years, provided that you pay the License Fee for extension of the License under Article 17 hereof.

    Without regard to the manner of termination of this Agreement, the provisions of its Articles 7, 8, 11, 13 and 20 shall remain valid without the limitation of time.

11. DISCLAIMER OF WARRANTIES. AS THE END USER YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED IN "AS IS CONDITION", WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER THE PROVIDER, ITS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FIREID SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE FROM THE PROVIDER OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL COMPLY WITH YOUR REQUIREMENTS OR THAT SOFTWARE OPERATION WILL BE SMOOTH AND FREE OF ERRORS, OR COMPATIBLE WITH PRE-EXISTING EQUIPMENT OR SOFTWARE. YOU ASSUME FULL LIABILITY AND RISK FOR SELECTION OF THE SOFTWARE TO ACHIEVE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE AND RESULTS THAT YOU WILL ACHIEVE WITH THE SOFTWARE.

    YOU ACKNOWLEDGE AND AGREE THAT INSTALLATION OF THE SOFTWARE MAY AFFECT THE OPERATION OF THE EQUIPMENT ON WHICH IT IS INSTALLED.

12. No further obligations. This Agreement imposes no other obligations on the side of the Provider except for the obligations specifically listed in this Agreement.
    
    
13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSE PROVIDERS BE HELD LIABLE FOR ANY LOST PROFIT, REVENUE, SAVINGS OR SALES, OR FOR ANY LOSS OF DATA, OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, SPECIAL OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, WILLFUL MISCONDUCT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE SOFTWARE, EVEN IN THE EVENT THAT THE PROVIDER OR ITS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF THE PROVIDER, ITS EMPLOYEES OR LICENSE PROVIDERS IN SUCH CIRCUMSTANCES SHALL BE LIMITED TO THE PRICE THAT YOU HAVE PAID FOR THE LICENSE.
    
    
14. No provision of this Agreement shall affect the rights of such a party for which the law recognizes the rights and position of a consumer. The Provider on its own behalf, on behalf of its employees and on behalf of its license providers shall act for the purpose of refusal, exclusion or limitation of the obligations, liability and warranties as set out in Article 13, except for any other purpose or in any other matters.
    
    
15. Support. The Provider shall ensure technical support for the most up-to-date version of the Software. Throughout the term of this Agreement, you shall have the right to use the following services:
    • Technical Help. The Provider or its contractors or service providers will provide routine technical support in installation and troubleshooting the most up-to-date version of the Software during normal operating hours as determined in Provider's discretion. Any requirements for help and support received outside of such operating hours shall be deemed to have been received on the following business day. A requirement for help and support can be delivered to the Provider via phone, facsimile or email at the reserved telephone numbers or email addresses specified in the Documentation or on the websites of the Provider or of its business partners. A request for help and support must be sufficiently precise and must contain data enabling the replication of the reported problem. If necessary, you shall provide necessary assistance in solving a reported problem.
    • Updating. Updating shall include each new version or change of the Software or individual parts thereof, which the Provider shall release on authorized websites or as otherwise specified in the Documentation. The Provider shall make the Update reasonably accessible to you. Access to the Update may require logging in with a username and a user login password (the "Identification"). You shall be obliged to protect the Identification against loss, unauthorized access or misuse. Upon discovery of the first misuse of the Identification, the Provider may make the original Identification functionless and issue a new Identification for the End User (the "Substitute Identification"). You shall be obliged to provide to the Provider all data to be required by the Provider in investigation of the misuse of the Identification including, but not limited to, access to records of operation of devices, records of accesses to files, as well as other necessary data. In case misuse of the Substitute Identification is discovered, the Provider may issue at its own discretion a new Substitute Identification or revoke the License immediately and without any compensation. The right of the Provider to compensation for damage shall not be affected by immediate revocation of the License. You shall be obliged to obtain the Update only from websites authorized by the Provider. You agree to install each new version or changes of the Software promptly after it has obtained them or no later than at the time to be specified by the Provider in the Software, the Documentation thereof, or on the websites of the Provider or of its business partners. The Provider shall not be held liable for damage occurred by breach of your obligation to timely obtain and install a new version of or changes of the Software and/or installation of the Updating from sources not authorized by the Provider.
    • No Support. The Provider shall not be obliged to provide any support, particularly if a reported error:
      • results from any unauthorized interference with the Software, its source code, or by the use of incorrect parameters or settings of the Software,
      • has occurred by the fault of servicing staff, or by the use of the Software in non-compliance with the Documentation,
      • has already been resolved by the issuance of the Update, which you have failed to install,
      • the End User has failed to pay the License Fee, if any, under Article 17 hereof, or
      • is otherwise provided for in this Agreement.
    • Training. No right to the provision of services in connection with training and practice in the use and installation of the Software shall result from this Agreement.
    
    
    
16. Assignment. The rights and obligations under this Agreement may not be assigned by you with the prior written consent of the Provider.
    
    
17. License Fee and Payment Terms. Software is licensed not sold. An annual License Fee for the Software shall be specified based on a price list of the Provider or of its business partners according to the number of users deployed for which the Software is designated (the "License Fee"). Upon payment of the License Fee you shall become entitled to use the Software in accordance with the terms and conditions of this Agreement throughout the period for which you have acquired the right to use the Software, or for which an employer or organization has acquired such rights on your behalf. Unless another maturity date is specified in an invoice or other similar document issued by the Provider or its designee, the License Fee shall be due upon delivery of the Software. You shall be liable for the fulfillment of tax and duty charges related to the provision of the License for the Software stipulated by applicable law, except for income taxes of the Provider. If the License Fee is not paid by the maturity date, your License for the Software shall be automatically revoked and you (or, if applicable, the employer or organization from which such Licensee Fee was due) shall pay all costs connected with the recovery of a receivable due, including attorney fees and court fees. The obligation to pay the License Fee shall not apply to the Software provided as NFR or a trial version or to Software otherwise distributed without charge.
    
    
18. NFR and Trial Version. You may use the Software supplied as NFR or trial version exclusively for verifying and testing the Software features. You may also use the NFR Software for demonstration purposes.
    
    
19. Organization and End User Data on End User and Protection of Rights. You authorize the Provider to transfer, process and save the data so that the Provider can identify you. You agree that the Provider may check by its own means whether you are using the Software in accordance with the provisions of this Agreement. You agree that through communication of the Software with the computer systems of the Provider or of its business partners data may be transferred, the purpose of which is to ensure the functionality of and authorization to use the Software and protection of the Provider's rights. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION, INCLUDING PERSONAL DATA, CONVEYED THROUGHT THE SOFTWARE TO THE PROVIDER MAY BE MAINTAINED AND PROCESSED IN THE UNITED STATES OF AMERICA OR OTHER COUNTRIES THAT DO HAVE DATA PROTECTION LAWS THAT ARE CONSIDERED ADEQUATE IN YOUR COUNTRY OF RESIDENCE.
    
    
20. Compliance. You shall comply with all applicable laws in connection with the Software. Without limiting the foregoing, the Software, the Documentation or parts thereof, including the information about the Software and parts thereof, shall be subject to the measures on monitoring of imports and exports under legal regulations which may be issued by the governments competent for the issuance thereof under applicable law. You agree to strictly comply with all applicable import and export regulations and acknowledge that you shall be held liable for the obtaining of licenses for export, re-export, transfer or import of the Software.
    
    
21. Notices. All notices, the returned Software, and Documentation must be delivered to: FireID (Pty) Limited, 1st Floor, Six on Quantum, Quantum St., TechnoPark, Stellenbosch, Western Cape 7600, South Africa.
    
    
22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. You and the Provider agree that conflict provisions of the governing law and United Nations Convention on Contracts for the International Sale of Goods shall not apply. You expressly agree that exclusive jurisdiction for any claim or dispute with the Provider or relating in any way to Your use of the Software resides in the State of New York and you further agree and expressly consent to the exercise of the personal jurisdiction in courts of competent jurisdiction in the State of New York in connection with any such dispute or claim.
    
    
23. General Provisions. If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein. Any amendments hereto may only be in writing, and a statutory representative must sign such an amendment on behalf of the Provider.

    This Agreement between you and the Provider represents the single and entire Agreement applying to the Software and completely supersedes any prior representations, negotiations, obligations, reports, or advertisement of information related to the Software.