End User License Agreement

This Enterprise End User License Agreement (“EULA“) governs your use of the identity verification software solutions (the “Software“) provided by Q5id, Inc. (“Q5id“), including all software, user manuals, technical manuals, and any other materials, in printed, electronic, or other form, that describe the Software or its use or specifications (the “Documentation“), provided to you (“you” or “your“) for use pursuant to and subject to a software license agreement (the “Software License Agreement“) between Q5id and your employer or other person or entity (“Licensee“) who owns or otherwise lawfully controls the computer on which the Software is installed or provides you with access to the Software.

BY CHECKING THE “ACCEPT” BOX YOU REPRESENT THAT YOU: (i) ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE END USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CHECK THE “ACCEPT” BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.

  1. License Grant. Subject to your strict compliance with this EULA, Q5id hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation, as installed on the equipment provided by Licensee and for Licensee’s internal business purposes. The foregoing license will terminate immediately on the earlier to occur of: (a) the expiration or earlier termination of the Software License Agreement; or (b) your ceasing to be authorized by Licensee to use the Software for any or no reason.

  2. Use Restrictions. You shall not, directly or indirectly: (a) use the Software or Documentation except as set forth in Section 1; (b) copy the Software or Documentation, in whole or in part; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof; (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network, virtual private network, virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems; (i) use the Software or Documentation in violation of any law, regulation, or rule; or (j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Q5id’s commercial disadvantage.

  3. Your Obligations. You agree to (a) use commercially reasonable efforts ‎to prevent unauthorized access to, or use of, the Software and shall notify Q5id as soon as ‎possible if you become aware of any unauthorized ‎access or use; (b) use the Software only for ‎lawful purposes; and (c) not ‎violate the intellectual property rights of any third ‎party with your use of the Software.‎

  4. Compliance Measures. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software: (a) beyond the scope of the license granted pursuant to Section 1; or (b) prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

  5. Third-Party Materials. The Software includes software, content, data, or other materials, including related documentation, that are owned by persons other than Q5id and that are provided to you and Licensee on license terms that are in addition to and/or different from those contained in this EULA (“Third-Party Licenses”). A list of all materials included in the Software and provided under Third-Party Licenses can be found HERE [Link to Privacy Policy or ??], and the applicable Third-Party Licenses are accessible via links therefrom. You are bound by and must comply with all Third-Party Licenses. Any breach by you of any Third-Party License is also a breach of this EULA.

  6. Collection and Use of Information. Q5id and its service providers and licensors may, directly or indirectly through the services of others, collect and store information regarding your use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used. You agree that Q5id may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates and (ii) verifying compliance with the terms of this EULA and enforcing Q5id’s rights and the rights of Q5id’s service providers and licensors, including all intellectual property rights in and to the Software.

  7. Responsibility for Use of Software. You are fully responsible and liable for your use of the Software and Documentation. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and omissions with respect to the Software and Documentation by any person to whom you may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this EULA.

  8. Confidential Information. The Software and Documentation, and the underlying source code, are Q5id’s and/or its service providers’ or licensors’ trade secrets and confidential information (“Confidential Information”). You agree not to disclose Confidential Information to any person or entity, except to your coworkers who have a need to know the Confidential Information for you to exercise your rights or perform your obligations set forth in this EULA.

  9. Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights to the Software other than to use the Software in accordance with the license granted in this EULA, subject to all terms, conditions, and restrictions of the same. Q5id and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to you in this EULA. You shall safeguard all Software in your control (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

  10. Disclaimer of Liability. IN NO EVENT WILL Q5ID OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN Q5ID AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE SOFTWARE LICENSE AGREEMENT, INCLUDING NO RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY Q5ID OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

  11. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

  12. Governing Law; Venue. This EULA, and any claim, dispute, action, issue, or request for relief relating to it, will be governed by ‎the laws of the state of Oregon, without giving effect to any conflicts of laws principles. Any claims arising under this EULA must be brought in a federal or state court located in Multnomah County, Oregon‎, and you hereby consent to the exclusive jurisdiction of and venue in such courts.

  13. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are the US Government or any contractor therefor, you will receive only those rights with respect to the Software and Documentation as are granted to all other end users under this license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

  14. Entire Agreement. This EULA constitutes the sole and entire agreement between you and Q5id with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.