
ENTRUST DATACARD CORPORATION SOFTWARE LICENSE AGREEMENT

This Software License Agreement, together with the applicable sales order form ("Order") which is incorporated herein (collectively the "License"), is a binding agreement between Entrust Datacard Corporation ("Company") as licensor, and the person or entity identified on the Order as the licensee of the Software ("Customer"). BY DOWNLOADING THE SOFTWARE, USING THE EQUIPMENT THAT CONTAINS THE SOFTWARE, CLICKING ON THE "ACCEPT" BUTTON OR OPENING THE SOFTWARE PACKAGE YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND RETURN IT AND ALL COPIES TO COMPANY OR THE PARTY FROM WHOM IT HAS BEEN LICENSED.

Covered Software.
This License is for the computer programs identified in the Order and provided to Customer either as: (a) controller or other software that is embedded into or incorporated in Company equipment ("Embedded Software"), or (b) application software that is separately provided ("Application Software"). Collectively Embedded Software, Application Software and the applicable Documentation are referred to as "Software". Software includes any fixes, updates or upgrades to the Software provided by Company in connection with a separate Software maintenance agreement between Company and Customer. "Documentation" means the electronic or printed material made available by Company describing the functions, features or specifications of the Software. Documentation excludes all marketing materials, proposals, demonstrations and content made available for instructional, sales or informational purposes only.

License Grant.
For the term set forth below, subject to Customer's compliance with the terms of this License, payment of applicable fees and taxes and use of the Software in accordance with the Documentation:
1.  Application Software. Company hereby grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use, and to allow its employees to use, the Application Software: (i) installed in a single location on a hard disk or other storage device, and/or on the number of devices owned or leased, and controlled by Customer as identified in the applicable Order ("Permitted Number of Devices"); or (ii) if the Application Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following: (a) installation individually onto a hard disk or other storage device of up to the Permitted Number of Devices; or (b) use of the Application Software over such network, provided the number of devices connected to that server does not exceed the Permitted Number of Devices; and/or
2.  Embedded Software. Company hereby grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use, and to allow its employees to use, the Embedded Software solely in the Company equipment with which it is provided (and not separately or apart from such equipment) and in accordance with (i) the Documentation, and (ii) any other restrictions set forth in the applicable Order or this License.
In each case above, Customer shall use the Software solely for Customer's internal business purposes unless Customer is a participant in a Company channel program or has otherwise been authorized by Company to transfer this License to Customer's end user, in which case, (a) such end user will be deemed to be the "Customer" for purposes of this License; and (b) the original Customer's rights under this License will immediately terminate upon transfer to the end user.

Copies.
Subject to any third party licensor restrictions and payment of applicable fees and taxes, Customer may make one archival copy of the Software at no additional charge provided Customer affixes all copyright, confidentiality, and proprietary notices that appear on the original to such copy. The CPU on which the archival copy of the Software is installed must be turned off at all times, except for: (i) limited Software self-testing and patch management, (ii) pre-production testing, (iii) database synchronization between primary and disaster recovery databases, or (iv) disaster recovery. Except in the event of a disaster, the CPU must be configured in such a way that it cannot be used in a production environment. Customer may also make additional copies of the Software for the charges set forth in the applicable Order for disaster recovery and pre-production testing only.

Restrictions.
Except to the extent expressly authorized in this License or otherwise approved by Company in writing, Customer shall not and shall not allow any third party to: (i) decompile, disassemble, attempt to gain access to the source code or reverse engineer the Software (excluding reverse engineering required by applicable law for interoperability); (ii) modify or create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions) based on the Software, or alter the Software in any way; (iii) merge the Software or any part thereof with any other software or product; (iv) copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software; (v) distribute, disclose or allow use of the Software, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (vi) remove or modify any copyright, confidential or proprietary markings, legends or restriction which are on or in the Software; (vii) violate any obligations with regard to Company's confidential information; or (viii) submit the Software, Documentation or Company confidential information to any government agency for licensing consideration or other regulatory approval.

Third Party Software.
Third party software products sublicensed by Company ("Third Party Software") may be used only with the Software, the operating system/database shown in the Order and/or Documentation and, if applicable, the equipment on which such Third Party Software is embedded. The use restrictions in this License shall apply to the use of the Third Party Software, including any Third Party Software which may be licensed in source code format. Any additional programs required for the operation of Third Party Software are specified in the applicable Documentation and subject to separate licenses. Company's licensors shall be third party beneficiaries to this License and may enforce their rights hereunder.

Ownership.
Customer acknowledges and agrees that the Software, Third Party Software and all rights, title and interests therein constitute trade secrets and/or copyrighted material of Company or its third party licensors and are the sole property of Company or its licensors. Customer receives no rights, title or interests in the Software or Third Party Software except as expressly set forth in this License. All rights not expressly granted to Customer in this License are expressly reserved by Company and its licensors. Customer agrees that it will make the Software available only to employees with a need to know, who are obligated to comply with all restrictions contained in this License, and to maintain the secrecy of the Software and all other confidential information related thereto, including any benchmark tests, security audits and other audits performed on the Software. Customer agrees not to disclose, provide, or otherwise make available Company's confidential information, including its trade secrets and copyrighted material, in any form to any third party without the prior written consent of Company. Customer agrees further to implement reasonable security measures to protect such confidential information. Customer is responsible for the compliance of all users with these obligations.

Limited Warranties.
Company warrants that the Software will perform in substantial compliance with the applicable Documentation in effect at the time of purchase for a period of ninety (90) days from delivery. Except for the foregoing, the Software is provided AS IS.  Company does not warrant that use of the Software will be uninterrupted, error free or will meet Customer's business requirements. Customer's remedy for a breach of this limited warranty shall be limited to repair, replacement or refund of the purchase price, at Company's sole option, and shall not encompass any other damages. No reseller, distributor, agent or employee of Company is authorized to make any modification or addition to the limited warranty and remedies stated above.
The above warranty does not apply to any damages, malfunctions, or non-conformities caused to or by: (i) Customer's use of Software in violation of this License or in a manner inconsistent with the Documentation; (ii) use of the Software with non-Company furnished equipment, software, or facilities; (iii) Customer's failure to follow Company's installation, operation, repair or maintenance instructions; (iv) Customer's failure to permit Company timely access, remote or otherwise, to the Software; (v) failure to implement all new updates or upgrades to Software made available generally by Company; (vi) alteration, maintenance or modification of the Software by a party other than Company; or (vii) Software that has been subjected to abnormal physical or electrical stress, misuse, negligence or accident by Customer or a third party.
The above limited warranty and the intellectual property indemnity below DO NOT apply to any beta software, evaluation software, testing or demonstration software, any temporary software modules or any software for which Company does not receive a license fee (collectively "Evaluation Software"). Evaluation Software provided AS IS without any warranty whatsoever.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY.
EXCEPT AS SPECIFICALLY STATED HEREIN, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL COMPANY OR ITS THIRD PARTY LICENSORS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF ANY FUTURE REVENUE, INCOME, PROFITS, DATA OR THE USE OF THE SOFTWARE ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, UNDER ANY THEORY OF LAW, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY TO CUSTOMER FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SOFTWARE, UNDER ANY THEORY OF LAW, EXCEED THE SUM OF ALL PAYMENTS MADE TO COMPANY BY CUSTOMER FOR THE SOFTWARE.

Intellectual Property Indemnity.
Company shall at its expense defend Customer from any action brought against Customer to the extent that it is based upon a claim that the Software (excluding Evaluation Software), or any part thereof, directly infringes a patent, copyright, trade secret or other proprietary right in the United States of any third party ("Claim"). Company will indemnify Customer for the damages finally awarded against Customer or settled by agreement which are attributable to such Claim, together with any of Customer's reasonable costs and expenses directly related to the defense against the Claim.
Company's defense and indemnification obligations are subject to and limited by the following: (a) that Customer promptly notifies Company in writing of any knowledge or notice Customer has concerning the Claim, or the possibility thereof; (b) that Customer allows Company to assume immediately and undertake the sole control of the defense of any such action and all negotiations for its settlement (provided that no settlement that imposes any liability or obligation on Customer will be made without Customer's prior written consent, which will not be unreasonably withheld); (c) that Customer cooperates with Company's reasonable requests for assistance in conducting such defense; and (d) that Company has no obligation to reimburse Customer for any costs or expenses incurred by Customer following Company's receipt of notification and its assumption of such defense.
Should the Software, or any part thereof, become or in Company's opinion be likely to become the subject of a Claim, Customer shall permit Company at Company's sole option and expense: (i) to procure for Customer the right to continue using the Software; (ii) to make available a modified or replacement product so that the Software becomes non-infringing; or (iii) if Company determines that it is unable to perform either of alternatives (i) or (ii), then at Company's sole option to take possession of the allegedly infringing Software after giving Customer thirty (30) days prior written notice and to reimburse Customer for the reasonable value of such Software at that time consistent with its age and overall condition. All costs of such repossession shall be at Company's sole expense.
Company shall have no obligations or liability to Customer under any provisions of this Section with respect to any claim, judgment, or finding of patent, copyright, trade secret or other proprietary right infringement which is based upon: (v) the combination or utilization of the Software with equipment, software, supplies or devices not furnished or approved by Company; (w) use of the Software in any manner that is inconsistent with the purpose for which it was designed or contrary to the explicit provisions in Company's Documentation or specifications therefor; (x) modification of the Software without Company's explicit prior written approval or in any manner in accordance with designs, specifications or instructions provided by Customer; (y) claims that result from the negligent or willful misconduct of Customer; or (z) Customer's use of a superseded or replaced version of the Software, to the extent that the obligation or liability would have been avoided by the use of a then current version which Company makes available to Customer.
The foregoing states Company's entire liability and Customer's sole and exclusive remedy with respect to any infringement or misappropriation of any intellectual property rights of any third party.

Audit.
Customer grants to Company the right to examine its records, systems, equipment and information and interview its personnel during Customer's normal business hours to verify compliance with the terms of this License. Customer shall provide all reasonable assistance and access to information necessary to perform the audit. Company may provide the results of any such audit to Company's third party licensors to the extent the Third Party Software is subject to the audit. In the event such audit discloses that Customer's use of the Software exceeds or exceeded the use permitted by or otherwise violates this License, Customer shall promptly pay Company the appropriate fees and applicable taxes for such excess use. In the event the audit discloses any other non-compliance with this License, Customer agrees to remedy such non-compliance immediately. In either event Company reserves the right to terminate this License.

Export.
Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Software.

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

Term and Termination.
This License shall have the term set forth in the applicable Order or accompanying Documentation, and in the absence thereof shall be perpetual. Customer may terminate this License at any time by destroying all copies of the Software, including any Documentation, or by returning the Software to Company. The License shall automatically terminate without notice in the event Customer violates any material term herein, including the failure to pay any applicable license fee as invoiced. In the event of termination of this License, Customer agrees to execute a Certificate of Destruction or Removal of the Software, in the form provided by Company upon written request, and promptly provide such form to Company. Company shall not be required to refund any part of fees or taxes paid hereunder in the event Customer terminates this License.

General.
Customer may not assign this License without the prior written consent of Company. If any provision of this License is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. The parties agree to re-negotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision.  The failure of either party to enforce any term or condition of this License shall not constitute a waiver of that party's rights to enforce subsequent breaches of any term or condition. This License shall be governed by and construed in accordance with the laws of the State of Minnesota, USA, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act shall not apply to this License. The parties expressly agree that any legal proceeding arising out of this License shall be brought in the Federal or State courts located in Hennepin County, Minnesota, and irrevocably submit to the exclusive jurisdiction of such courts. This License represents the only agreement between the parties concerning the subject matter hereof and supersedes all prior representations, understandings and agreements whether written or oral. Conflicting or additional terms contained in a purchase order or similar document issued by Customer shall not amend the terms of this License and shall be of no force or effect notwithstanding any statements to the contrary made in such document. This License may not be altered, amended or modified except by formal agreement in writing by the parties.

Software License Agreement
Revised November 2014


