IDENTITY ENGINES 

END USER LICENSE AGREEMENT FOR THE SOFTWARE

IMPORTANT:  This End User License Agreement ("Agreement") is between Identity Engines, Inc. ("ID Engines") and you.  Please read it.  It applies to the AutoConnect Client Software ("Software").  

BY INSTALLING THE SOFTWARE, YOU ACCEPT THIS AGREEMENT.  IF YOU DO NOT ACCEPT IT, CLICK ON THE "I DO NOT AGREE" OR "NO" BUTTON IF APPLICABLE AND DO NOT INSTALL OR USE THE SOFTWARE.  

The Software is licensed, not sold. This Agreement only gives you some rights to use the Software.  
1. Grant and Use Rights 
      a. Scope of License Grant. Subject to the terms of this Agreement, ID Engines hereby grants to you, and you accept, a nonexclusive, nontransferable license to use the Software, in object code form only, and solely in connection with the AutoConnect server component, for the purpose of configuring and authenticating the endpoint machine on which the Software is installed. 
      b. License Limitations. You may not (i) sell, lease, license, sublicense, distribute or otherwise transfer the Software, in whole or in part, to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Software, in whole or in part, by, any third party without ID Engines' prior written consent; or (iii) modify or create derivative works based upon the Software. You are not permitted to decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part, except to the extent that such activity is permitted by applicable law notwithstanding this limitation. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You are not granted any rights to any trademarks or service marks of ID Engines. 
      c. Ownership Rights. All rights, title, and interest in and to the Software, and all related technology, information, documents, deliverables, files, and other materials, including all intellectual property and proprietary rights in connection therewith, are and will remain with ID Engines. All rights not expressly granted to you in this Agreement are reserved by ID Engines.  

2. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS". ID EnGINES DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ID Engines DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. To the extent that id engines may not disclaim any warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law. THIS DISCLAIMER ALSO APPLIES TO ANY OF ID ENGINES' INDEPENDENT CONTRACTORS, SUPPLIERS, LICENSORS AND PROGRAM DEVELOPERS (COLLECTIVELY, "SUPPLIERS").

3. Term and Termination. This Agreement is effective upon your installation (or use) of the Software and will continue until terminated in accordance with this Agreement. You may terminate this Agreement at any time upon written notice to ID Engines. ID Engines may terminate this Agreement upon written notice to you in the event of your breach of any material terms of this Agreement. Upon any termination, you agree to remove the Software (or make it inaccessible) from the hardware equipment on which it is installed, and discontinue all use of the Software. The terms of any sections that by their nature are intended to extend beyond termination will survive termination of this Agreement for any reason.

4. Limitation of Liability. You can recover from ID Engines only direct damages up to the amount you paid for the Software or $100.00, whichever is greater. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. In no event will ID Engines be liable for loss of, or damage to, your records or data.
      This limitation applies to
      *  anything related to the Software, including any services, content, or third party programs; and
      *  claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other torts to the extent permitted by applicable law.

      It also applies even if
      *  repair, replacement or a refund for the Software does not fully compensate you for any losses; or
      *  ID Engines knew or should have known about the possibility of the damages.

      This limitation also applies to Suppliers of ID Engines. It is the maximum for which ID Engines and its Suppliers are collectively responsible. 

      Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.  They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

5. US Government Restricted Rights. Software, Content Updates, and User Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in 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. Identity Engines, Inc., 936 Hamlin Court, Sunnyvale, California 94089.

6. General. California state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Furthermore, the parties acknowledge that terms of the Uniform Computer Information Transaction Act (also known as UCITA) do not apply to this Agreement regardless of the states in which the parties do business or are incorporated. Any action seeking enforcement of this Agreement or any provision hereof will be brought exclusively in the state or federal courts located in the County of Santa Clara, State of California. Each party hereby agrees to submit to the jurisdiction of such courts. The parties agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the other party. The Software is subject to United States export laws and regulations.  You must comply with all domestic and international export laws and regulations that apply to the Software.  These laws include restrictions on destinations, end users, and end use.  The failure of either party to require performance by the other party of any provision of this Agreement will not affect the full right to require such performance at any time thereafter nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is 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 is the entire agreement for the Software. For a change to this Agreement to be valid, both parties must agree to the change in writing.