Precise iOS Toolkit - License Agreement

This license agreement (the “Agreement”) is made by and between Precise Biometrics AB (publ), a company duly organised and existing under the laws of Sweden, with principal offices at Scheelevägen 30, Box 798, SE-220 07 LUND, Sweden (”Precise Biometrics”) and the person or legal entity as registered by Precise Biometrics (“Licensee”) The Licensee agree to the below terms and conditions and intend to be legally bound. 

1. BACKGROUND
Licensee is engaged inter alia in the business of developing, marketing and selling so called apps for smart phones and tablet PCs, and has expressed an interest in acquiring a right to use the Precise IOS Toolkit (the “Software”), incorporating the Precise Biometrics BioMatch technology, in order to create an app which uses the biometric and smart card casing product TACTIVO. The app that uses the TACTIVO and incorporates parts of the Software is hereinafter referred to as the “App”. Precise Biometrics wishes to provide Licensee with a license to the Software in order to enable Licensee to develop and design the App.

2. LICENSE; USE OF THE SOFTWARE
2.1 Subject to the terms and conditions of this Agreement, Precise Biometrics hereby grants to Licensee a free-of-charge, limited, non-exclusive, non-transferable and world-wide right and license (without the right to sublicense) to: (i) make use of the Software, as delivered, for evaluation, development, testing and demonstration purposes, in combination with software developed by Licensee in order for Licensee to be able to develop and create the App; (ii) compile and incorporate or merge the Software into the App; and (iii) market (or have marketed), distribute (or have distributed) and sell (or have sold) the App (in executable/object code form only) through its commercial channels of distribution.
2.2 The license granted in 2.1 above is subject to those limitations (if any) set out in the documentation. All uses by Licensee of the Software not expressly authorized herein are excluded, and Licensee shall specifically not have the right to market, sell or otherwise distribute the Software, in whole or in part, as a stand-alone product. Furthermore and for the avoidance of doubt, it is noted that a separate license is required for the use of the Match on Card and Match on SIM products/functionalities. 
2.3 This Agreement does not grant Licensee a right to receive updates or upgrades to the Software, nor any other services relating to the Software.  Any such updates, upgrades or services will be provided at Precise Biometrics’ discretion.
2.4 Licensee shall not have the right to modify the Software for any reason, except for those parts of the Software that are provided in source code format as sample code. To the extent that Licensee has been provided with the Software in source code form, Licensee undertakes and agrees, during the validity of this Agreement and for an unlimited period of time thereafter not to divulge, disclose, distribute or otherwise transfer or grant access to such source code of the Software or any part thereof to any third party, except as may be expressly authorized in writing by Precise Biometrics. To the extent that Licensee has been provided with the Software in executable/object code form, Licensee undertakes not to reverse engineer, decompile, or disassemble the Software, unless and strictly to the extent permitted by applicable mandatory law.
2.5 The Software may include software subject to an Open Source License, as well as other third party software or materials. Without limiting any obligations of Licensee under this Agreement (including but not limited to confidentiality obligations) the following shall apply to the extent such software or materials are included in the Software: (i) licenses and/or other terms and conditions applicable for software subject to an Open Source License shall apply in addition and/or instead of this Agreement as applicable under such Open Source Licenses; (ii) in case any part of the Software is subject to third party restrictions and/or additional terms as listed in the documentation and/or otherwise identified by Precise Biometrics, Licensee undertakes to act in accordance with such terms or restrictions. For the purpose of this Agreement, “Open Source License” means any license that requires, as a condition of use, modification and/or distribution of the software subject to the Open Source License, that such software and/or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
2.6 Except as may follow from 2.4, Licensee undertakes and agrees, during the validity of this Agreement and for an unlimited period of time thereafter, not to take any actions that may subject the Software, in whole or in part, to all or part of the license obligations of any Open Source License or which would otherwise place the Software at risk of contamination by an Open Source License. 
2.7 Licensee shall not use any information derived from the Software to develop or market any products which are substantially similar in its function to any part of the Software or to any other of Precise Biometrics’ products.

3. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
3.1 THE SOFTWARE IS PROVIDED BY PRECISE BIOMETRICS FREE OF CHARGE AND ON AN AS-IS BASIS, AND PRECISE BIOMETRICS EXPLICITLY EX¬CLUDES ANY AND ALL WARRANTIES WITH REGARD TO THE SOFTWARE. PRECISE BIOMETRICS SPE¬CIFICALLY EXCLUDES, WITHOUT LIMITATION, ANY WARRAN¬TIES, REPRE¬SENTATIONS OR UNDER¬TAK¬INGS RELATING TO PERFORMANCE INCLUDING WARRAN¬TIES THAT MIGHT OTHERWISE BE IMPLIED, SUCH AS THOSE OF SATISFACTORY OR MERCHANT¬ABLE QUALITY, MER-CHANTA¬BILITY, FITNESS FOR A PARTICULAR OR ANY PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR ANY WARRANTY WITH REGARD TO INFRINGE¬MENTS OF ANY PATENTS, COPYRIGHTS OR OTHER INTELLECTU¬AL PROPERTY RIGHTS OF THIRD PARTIES.
3.2 Precise Biometrics’ aggregate liability under this Agreement shall under all circumstances be limited to the higher of (i) the amount of fees paid by Licensee under this Agreement or (ii) fifty (50) Euros. Precise Biometrics shall further not in any event be liable to Licensee under this Agreement for any special, indirect, incidental or consequential damages under any legal theory, such as loss of data, use and/or profits, downtime costs and capital costs or claim of third party, whether on account of defects, performances, non-performances, delays, property damages or otherwise. The foregoing in this Clause 3.2 shall, however, not limit Precise Biometrics’ liability for intentional or grossly negligent acts or for death or personal injury caused by Precise Biometrics’ negligence. 
3.3 Licensee acknowledges that Precise Biometrics has entered into this Agreement in reliance upon the limitations and disclaimers of liability, damages, and warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this Agreement will apply even if found to have failed their essential purpose, and shall be unaffected by any termination of this Agreement or any part thereof.

4. INTELLECTUAL PROPERTY RIGHTS ETC.
4.1 Licensee hereby recognises that Precise Biometrics (or its licensors) is and shall remain the exclusive owner of the entire right, title and interest in and to any and all trademarks, trade names, patents, copyrights, designs and other intellectual property rights relating to the Software. It is understood that Licensee shall not acquire and shall not claim any right, title or interest in or to any such intellectual property rights or goodwill pertaining thereto by virtue of its activities hereunder or for any other reason. Licensee is not permitted to file or authorise the filing of any application for registration of any trademarks or trade names which are similar to any trademark or trade name of Precise Biometrics. 
4.2 Unless otherwise agreed by Precise Biometrics, Licensee shall ensure that the App during start-up of the App or in the “About” section prominently displays Precise Biometrics’ trademark and a statement that the App contains technology licensed from Precise Biometrics.
4.3 If Licensee should challenge Precise Biometrics’ ownership to or the validity of any intellectual property rights relating to the Software, then Precise Biometrics shall have the right, upon giving written notice to Licensee, to terminate the license granted herein with immediate effect.
4.4 In the event that any infringements of Precise Biometrics’ patents, trademarks or other intellectual property rights comes to Licensee’s attention, Licensee shall immediately inform Precise Biometrics thereof and shall assist Precise Biometrics, at Precise Biometrics’ expense, in any actions that Precise Biometrics shall see fit to take.

5. CONFIDENTIALITY / NON-DISCLOSURE
Licensee acknowledges that the Software and the accompanying documentation contain highly confidential information in which Precise Biometrics has an interest as owner or authorised licensee. Licensee hereby agrees to keep the same confidential and not to use such information, or any part thereof, for any other purpose than explicitly permitted hereunder, until or unless such information becomes public knowledge through no fault, directly or indirectly, of Licensee, or to the extent permitted by law.

6. TERM AND TERMINATION
6.1 The licence granted herein is effective until (i) termination by Licensee by destroying the Software and any accompanying documentation together with all copies, or (ii) termination by Precise Biometrics in case of Licensee’s breach of any of the terms of this Agreement or Licensee’s insolvency. 
6.2 Upon termination of this Agreement or of the license granted herein for any cause, Licensee shall, at its own cost, forthwith return the Software and any documentation provided by Precise Biometrics as well as all copies thereof to Precise Biometrics.

7. APPLICABLE LAW; DISPUTE RESOLUTION
7.1 This Agreement shall be governed and interpreted in accordance with Swedish law, without regard to any conflict of laws rules which would lead to the application of the laws of any other jurisdiction. 
7.2 All disputes, claims, controversies and differences arising out of or relating to this Agreement, shall, with the exclusion of any other courts, be settled at the District Court of Lund, Sweden.