End User License Agreement for One Face In, LLC Services

This End User License Agreement (“EULA”) is a legal agreement between you (whether an individual or single entity) as an end user and One Face In, LLC (“OFI”). Please read the following terms and conditions carefully before downloading, installing or using the OFI application, software and services (the “Services”) on your computer or mobile device (each a “Device”). By downloading, installing, or otherwise using the Services you agree to be bound by the terms of this EULA; if you do not agree to the terms of the EULA for any reason, please do not download, install or otherwise use the Services. This EULA together with all updates, additional terms, software licenses, and all of OFI’s rules and policies, collectively constitute the entire agreement between you and OFI.

1. LICENSE.

So long as you are in compliance with this EULA, OFI grants you a non-exclusive, non-transferable and revocable license to download, install, and use the Services on Devices that you own or control. The Services are licensed, not sold. This EULA does not give you any rights to require OFI to provide you with any updates or upgrades or any maintenance releases, patches, fixes, extensions or enhancements (collectively “Updates”) to the Services. OFI may provide Updates or support; if provided by OFI, Updates may be delivered automatically or you may be notified when a new Update is ready to be installed, or we make such updates available for download. Your use of the Updates will be governed by this EULA unless you are asked to agree to new or additional terms at the time of download or installation of any Update. You also agree that you may have to enter a new version of this EULA if you want to download, install or use a new or modified version of the Services and that your continued use of the Services after any Updates constitutes your agreement to abide by this EULA and/or any additional terms.

This license is specifically intended for the benefit of OFI and any OFI licensor (“OFI Licensor”) OFI Licensor refers to any third parties licensing all or any portion of the Services.

2. RESTRICTIONS.

You agree to the following license restrictions: (a) to use the Services solely for your personal use; (b) to not install or use a copy of the Services on a device that is not owned or controlled by you; (c) to not copy (except as expressly permitted by this EULA), decompile, disassemble, reverse engineer or attempt to derive the source code of, modify, or create derivative works of the Services, or Updates, or any part thereof (except as an only to the extent any foregoing restriction is prohibited by applicable law or OFI’s underlying license rights) ; (d) to not license, sell, rent, lease, lend, transfer, assign, sublicense or otherwise commercially exploit the Services or make the Services available to any third party; (e) to not use the Services for any fraudulent, unlawful or illegal activity or in any way that could harm the Services or impair anyone else’s use of the Services, or to try to gain access to any service, data, account or network by any means.

3. TERM AND TERMINATION.

The terms of and license granted under this EULA are effective until terminated by OFI or you. You may terminate this EULA at any time by deleting or otherwise destroying the Services together with all copies in any form. This EULA will automatically terminate without notice from OFI if you fail to comply with any term or condition of this EULA. OFI reserves the right, at its sole discretion, to suspend, discontinue, enhance, update or otherwise modify the Services, or its availability to you, at any time without notice. Upon termination of the EULA you agree to cease using and to destroy and cease using the Services together with all copies in any form. Provisions which, by their nature, should remain in effect beyond termination of this EULA shall survive.

4. THIRD PARTY MATERIALS.

The Services may enable access to third party services and web sites (collectively and individually, “Third Party Services”). Use of Third Party Services may require Internet access and you accept additional terms of service established by the third parties providing such Third Party Services. Certain Third Party Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using any Third Party Services, you acknowledge and agree that OFI is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or third party web sites. OFI does not warrant or endorse and does not assume any liability or responsibility to you or any other person for any Third Party Services, Third Party Materials or third party web sites or for any other materials, products, or services of third parties. Third Party Materials and links to third party web sites are provided solely as a convenience to you. Any alerts, location data or other sensitive and/or notification data provided by any Third Party Services is for convenience only and you understand that multiple factors including network availability may affect the delivery, notification and use of the Third Party Services, any of, which is not guaranteed.

You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever, except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither OFI nor the Service provider are in any way responsible for such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.

Third Party Services and Third Party Materials that may be accessed from, displayed on or linked to from your Device may not be available in all languages or in all countries. OFI makes no representation that such Third Party Services or Third Party Materials are appropriate and available for use in any particular location. To the extent you choose to access such Third Party Services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The providers of any Third Party Services accessible using the Services may reserve the right to chance, suspend, remove, or disable access to such Third Party Services as per their own terms of service. In no event will OFI be liable for such removal of or disabling of access to any such Third Party Services.

You understand and acknowledge that OFI is not affiliated with or otherwise sponsored by these third party service providers. OFI shall not be responsible for the contents of, updates to, or privacy practices of these third parties, which may differ from those of OFI. The personal data you may choose to share with such third party Services are not covered by OFI’s privacy policies. Personal data that you may choose to share with OFI by means of registering the Services with OFI shall be governed by OFI’s privacy policy.

5. NO WARRANTY.

You expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Services and any services performed or provided by the Services (“Services Services”)] are provided “AS IS” and “AS AVAILABLE,” with all faults and without warranty of any kind, and OFI hereby disclaims all warranties and conditions with respect to the Services and the Services Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment and non-infringement of third party rights. OFI does not warrant against interference of your enjoyment of the Services, or that the Services that the functions contained in, or services performed or provided by, the Services will meet your requirements, that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. The materials appearing on our web site could include technical, typographical, or photographic errors. OFI does not warrant that any of the materials on the web site are accurate, complete, or current. No oral or written information or advice given by OFI or its authorized representative shall create a warranty. Should the Services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion may not apply to you.

6. LIMITATION OF LIABILITY.

To the extent not prohibited by law, in no event shall OFI be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or connected to your use or inability to use the Services; however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if OFI has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall OFI’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. INTELLECTUAL PROPERTY.

In the event that any third party claims that the Services or your possession and/or use of the Services infringes a third party’s intellectual property rights, OFI, not any other third party service provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

8. RECORDING AND USE OF IMAGES, AUDIO AND META DATA.

The software product collects images and audio associated with enrollment and authentication attempts, along with meta data including but not limited to timestamps, authentication results, application settings, and device model and OS version. This information is uploaded to the internet for use by Developer to improve its technologies for specific products or demos and to test whether they will work well in real-world environments. The actual voices and images Developer records will not be reproduced in any product. These recordings will also NOT be used for public display or in any product promotional materials.

Licensee agrees that other than stated above, Developer, Inc. has full and unrestricted rights to use the recordings for product development purposes. Licensee understands that no further obligations or fees are due Licensee unless otherwise agreed to in writing.

9. PRIVACY POLICY.

OFI values your privacy and is dedicated to protecting your information and providing you with notice about our information collection and use practices. You may choose to opt-in/out of any marketing or promotional contact from us. By voluntarily sharing personally identifiable information by means of registering the Services, you agree to the following privacy policy.

Announcements. From time to time we provide information about our products to our customers in the form of email or other electronic communication You have the option to opt out of all such announcement from OFI by contacting OFI at support@onefacein.com and requesting to be removed from OFI’s email list.

OFI may place email links and/or forms on its web site to allow you to contact OFI directly. The personal information you provide in these links and forms is used to respond directly to your questions or comments. We may also file your comments to improve our web site, products, or process, or review and discard the personal information. All information, other than the personal information that you send to OFI as part of registration, links or forms, will not be considered or treated as confidential information. Do not send us any information, ideas, suggestions, proposals, or comments that you consider confidential or that you want to be treated as confidential.

We use your personal information to respond to you inquiries, improve our marketing and promotional efforts, to analyze the performance of the Services, and to customize our service as provided through the Services. We may use personal information to deliver information to you and to contact you regarding administrative notices. We may also use personal information to resolve disputes or troubleshoot.

We may use your personal information for both academic and market research. This information, including the data collected from the Services may be shared with third parties and analyzed by their staff on their machines for those purposes. Prior to the sharing of information with third parties, OFI will execute a contract with the third party to govern the usage and control of the data. In the event of the sale of OFI the information we received from you could be included as a part of any such sale.

We may use additional information not considered personally identifiable to analyze and improve troubleshooting techniques and responses, and to improve the value of the Services provided by OFI. If the email address you provide us is an email address that you access via a wireless device, you understand that your wireless carrier’s standard rates may apply to these messages and that you may change your mind at any time and elect to not receive such messages. You also represent that you are the owner or authorized user of the wireless device on which the messages may be received, and that you understand and are authorized to approve the applicable charges.

OFI may disclose your personal information if required to do so by law or in the good-faith belief that such action is necessary to prevent injury or property damage. OFI will usually attempt to notify you when we are making such a disclosure, but we may not do so in an emergency or when we are prohibited by law or court order from giving such notice.

Other than as stated above, OFI does not rent, sell, or share personal information about you with other people or non-affiliated companies without your consent or unless we have a good faith belief that access, use, preservation or disclosure is reasonably necessary to (a) satisfy any law, regulation, legal process or enforceable governmental request, (b) enforce any applicable terms of service (including investigation of potential violations thereof), or (c) detect, prevent or otherwise address fraud, security, or technical issues.

If OFI becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will ensure the confidentiality of any personal information involved in such transactions and personal information will be transferred under the same or substantially similar privacy terms. The personal information you provide to OFI during registration and the use of the Services is shown directly in the Services settings. Should you wish to actively delete the personal information that you have provided, you may so long as you understand that certain deletions may affect OFI’s ability to provide the full functionality of the Services.

The Services may include links to other applications or sites. This Privacy Policy applies to the Services only. Any information you submit to linked sites or other applications will be subject to the privacy policies of those sites or applications, if any. You should review those policies carefully before providing any information to these linked sites or applications.

OFI takes practical and reasonable steps to protect your personal information from unauthorized or accidental access, disclosure, misuse or processing, or from alteration, destruction, or loss. Personal information that OFI collects resides on servers operated by OFI and is accessible only to personnel who, by virtue of their duties, are required to have access and have been trained in, and tasked with, the observance of the principles embodied in the Privacy Policy.

If you have any questions or complaints regarding our treatment or use of your personal information under this Privacy Policy (or generally about how the principles of this policy are implemented), please contact us at privacy@onefacein.com.

We will notify you of any changes to this Privacy Policy so that you are always aware of what personal information OFI gathers, how OFI might use it, and whether OFI will disclose it to anyone. Such notices will be provided by posting the revisions to this Privacy Policy on our website.

10. EXPORT LAW ASSURANCES.

You may not use or otherwise export or re-export the Services except as authorized by United States law and laws of the jurisdiction in which the Services was obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

11. LEGAL COMPLIANCE.

You agree that you will not use this Services for any purposes prohibited by United States federal, state or local law or prohibited by the laws of the country and jurisdiction in which the Services is utilized.

12. GOVERNING LAW.

This EULA is governed in accordance with the laws of the United States of America and the State of Montana. Your use of the Services may also be subject to other local, state, national, or international law.

13. MISCELLANIOUS.

Each provision of this EULA is severable. If a provision is found to be unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this EULA if no such modification is possible. A finding that any one provision is unenforceable does not affect the enforceability of the remaining provisions, terms, or conditions of this EULA. This EULA is binding on successors and assigns. OFI will not be responsible for any non-performance or delay attributable in whole or in part to any cause beyond its reasonable control. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. You acknowledge that you have read this EULA, that you understand it, that you agree to be bound by its terms, and that the foregoing is the complete and exclusive statement of the EULA.