Software Development Controls License Agreement

This Software Development Controls License Agreement is a legal agreement between IdentityMine, Inc., (“IdentityMine” or “we”), and you (“Licensee” or “you”) regarding your use of the software development controls downloaded by you (“Software”). CAREFULLY READ THE TERMS AND CONDITIONS BELOW BEFORE CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE (1) REPRESENTING THAT YOU ARE AT LEAST 18 YEARS OLD; (2) CONSENTING TO BE BOUND BY THIS AGREEMENT AND REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT.

1. License Grant. Subject to the terms and conditions set forth in this Agreement, IdentityMine grants to you a non-exclusive, non-transferable, limited license to: (a) install and use the Software (in object code format and without modification); (b) distribute and sublicense to end users the and distribute those portions of the Software that are labeled as redistributable code (“Redistributable Code”) in object code form as an integrated part of your software application (“Licensee Application”); and (c) reproduce and use any documentation provided with the Software (“Documentation”) solely to support your authorized use of the Software. The Software is “in use” on a computer or other device when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer or device.

2. Licensee Application. The Licensee Application must: (a) add significant functionality to the Redistributable Code; (b) contain the following attribution to IdentityMine: “Portions of this software are provided under license from IdentityMine, Inc. Copyright 2007 IdentityMine, Inc. and its licensors and suppliers.”; and (c) be distributed subject to a license agreement that contains terms and conditions that are at least as restrictive and protective of the Software as the terms and conditions of this Agreement.

3. Restrictions. You must not: (a) rent, lease, sell, assign, loan, or otherwise transfer the Software; (b) except as expressly provided in this Agreement, transfer or assign the rights and obligations set forth in this Agreement without IdentityMine’s written consent; (c) remove from the Software or destroy any copyright notices or other proprietary markings; (d) except as expressly provided in this Agreement, modify or adapt the Software, merge the Software into another program, create derivative works based on the Software, or distribute the Software without IdentityMine’s authorization; (e) use the Software for hosting or service bureau purposes; (f) expose, document, or make public any application programming interface (API) of the Software; (g) wrap or distribute the Software in a component that can be used for development purposes on any application, tool, environment, or container; or (h) decompile, disassemble, or reverse engineer the Software except as expressly permitted by applicable law. You acknowledge that the Software may contain functionality intended to limit or disable certain features, and that Identity Mine may activate such functionality with respect to Software licensed on trial basis, or if IdentityMine otherwise has a reasonable basis to believe that you have breached any portion of this Agreement.

4. Ownership. The licenses granted to you in Section 1 are not a transfer or sale of IdentityMine’s or its licensors’ ownership or license rights in or to the Software. Except for the licenses granted in Section 1, IdentityMine and its licensors and suppliers retain all right, title and interest (including all intellectual property rights) in and to the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties. ALL RIGHTS RESERVED.

5. Feedback. If you provide any feedback to IdentityMine concerning the functionality and performance of the Software (including identifying potential errors and improvements) (“Feedback”), you hereby assign to IdentityMine all right, title, and interest in and to the Feedback, and IdentityMine is free to use the Feedback without any payment or restriction.

6. Termination. This Agreement will be effective upon your installation of the Software, and terminates upon your: (a) failure to comply with any term of this Agreement; or (b) return, destruction, or deletion of all copies of the Software. End users’ rights in the Redistributable Code distributed prior to termination, and Sections 5, 6, 9 and 10 will survive the termination of this Agreement.

7. Disclaimer of Warranties. The Software is provided to you “AS IS” and without any warranties. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDENTITYMINE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. THERE IS NO WARRANTY THAT THE SOFTWARE OR IDENTITYMINE’ EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, INCLUDING THOSE OF ANY END USERS OF APPLICATIONS DEVELOPED BY YOU.

8. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL IDENTITYMINE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF IDENTITYMINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY. IN NO EVENT WILL IDENTITYMINE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID FOR YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN TYPES OF LIMITATIONS, AND SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

9. Indemnification. You will indemnify, hold harmless, and defend IdentityMine (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) and IdentityMine’s licensors and suppliers from and against any damages (including attorney’s fees and expenses), claims, and lawsuits that arise or result from your use of the Software, Redistributable Code, or Licensee Application.

10. Export Restrictions. You understand that the Software may be subject to regulation by agencies of the US. Government, including, but not limited to the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries. You warrant that it will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions as may be applicable to the Software and Documentation.

11. Government Agencies. If you are an agency, department or other entity of the United States government, your use, duplication or disclosure of the Software is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at Department of Defense Federal Acquisition Regulations Supplement DFARS 252.227 7013, DFARs 52.227-19, Commercial Computer Software-Restricted Rights, and DFARS 52.227-14, Rights in Data-General, including Alternate III, and successors thereof, as applicable.

12. General. You may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of IdentityMine, except in connection with a merger, consolidation, reorganization, sale of all or substantially all of your assets. This Agreement is the entire agreement between you and IdentityMine and supersedes any other communications with respect to the Software. IdentityMine may modify this Agreement at any time by posting an update version on our website. If you have elected to receive email notifications from us, we may, but are not required to send you an email notifying you of any changes. Your continued use of the Software after the Agreement has been modified, and notice of the modifications has been posted on our website or emailed to you, indicates your acceptance of the modified terms. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement is governed by the laws of the State of Washington, USA, without regard to its conflicts of laws provisions. Any dispute relating in any way to your use of the Software will be submitted to confidential arbitration in Tacoma, Washington, except that, to the extent you have violated or threatened to violate any proprietary rights of IdentityMine or its licensors, we may seek injunctive or other appropriate relief in any state, federal, or national court of competent jurisdiction (and you hereby irrevocably consent to nonexclusive jurisdiction and venue of the state and federal courts of Washington State with respect to any such matters). Arbitration under this Agreement will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

13. Contact Us. For any questions related to this Agreement, the Software or IdentityMine’s products or services, contact us:

IdentityMine, Inc.
1015 A Street,
Suite 1200 Tacoma,
WA 98402 USA