IMPORTANT: BY USING YOUR IDKEY DEVICE (“IDKEY Device”), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS IDKEY SOFTWARE LICENSE AGREEMENT.

PLEASE READ THIS IDKEY SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING YOUR IDKEY DEVICE OR DOWNLOADING THE SOFTWARE UPDATE ACCOMPANYING THIS LICENSE. BY USING YOUR IDKEY DEVICE OR DOWNLOADING A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE IDKEY DEVICE OR DOWNLOAD THE SOFTWARE UPDATE.

IF YOU HAVE RECENTLY PURCHASED a IDKEY DEVICE AND YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE IDKEY DEVICE WITHIN THE RETURN PERIOD TO SONAVATION OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED IT FOR A REFUND, SUBJECT TO SONAVATION’S RETURN POLICY FOUND AT http://IDKEY.com/idkey-terms-sale.

 

1.  General

(a)  The software (including Boot ROM code, associated source code and other embedded software), documentation, interfaces, content, fonts and any data that came with your IDKEY Device (“Preloaded IDKEY Software”), as may be updated or replaced by later versions, including, but not limited to feature enhancements, software updates or system restore software provided by Sonavation (“IDKEY Software Updates”), whether in read only memory, on any other media or in any other form (the Preloaded IDKEY Software and IDKEY Software Updates are collectively referred to as the “IDKEY Software”) are licensed, not sold, to you by Sonavation, Inc. (“Sonavation”) for use only under the terms of this License. Sonavation and its licensors retain ownership of the IDKEY Software itself and reserve all rights not expressly granted to you.

(b)  Sonavation, at its discretion, may make available future IDKEY Software Updates for your IDKEY Device. The IDKEY Software Updates, if any, may not necessarily include all existing software features or new features that Sonavation releases for newer or other models of IDKEY Devices. The terms of this License will govern any IDKEY Software Updates provided by Sonavation that replace and/or supplement the Preloaded IDKEY Software, unless such IDKEY Software Update is accompanied by a separate license in which case the terms of that license will govern.

 

2.  Permitted License Uses and Restrictions

(a)  Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the IDKEY Software on a single Sonavation-branded IDKEY Device. Except as permitted in Section 2(b) below, and unless as provided in a separate agreement between you and Sonavation, this License does not allow the IDKEY Software to exist on more than one Sonavation branded IDKEY Device at a time, and you may not copy, replicate, distribute or make the IDKEY Software available over a network where it could be used by multiple devices at the same time.

(b)  Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download IDKEY Software Updates that may be made available by Sonavation for your model of the IDKEY Device to update or restore the software on any such IDKEY Device that you own or control. This License does not allow you to update or restore any IDKEY Device that you do not control or own, and you may not copy, replicate, distribute the IDKEY Software Updates or make the IDKEY Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. If you download an IDKEY Software Update to your computer, you may make one copy of the IDKEY Software Update stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.

(c)  You may not, and you agree not to, or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the IDKEY Software or any services provided by the IDKEY Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the IDKEY Software).

(d)  By storing content on your IDKEY Device you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder. The IDKEY Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce.

(e)  You agree to use the IDKEY Software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the IDKEY Software.

3.  Transfer

You may not rent, lease, lend, sell, assign, redistribute, or sublicense the IDKEY Software. You may, however, make a one-time permanent transfer of all of your license rights to the IDKEY Software to another party in connection with the transfer of ownership of your IDKEY Device, provided that: (a) the transfer must include your IDKEY Device and all of the IDKEY Software, including all of its component parts, original media, printed materials and this License; (b) you do not retain any copies of the IDKEY Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the IDKEY Software reads and agrees to accept the terms and conditions of this License.

 

4. Consent to Use of Data

If the IDKEY Software is capable of, and you opt in to, diagnostic and usage collection, you agree that Sonavation and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers and other information about your IDKEY Device that is gathered periodically to provide and improve Sonavation’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the IDKEY Software, and to verify compliance with the terms of this License. Sonavation may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above. To enable Sonavation’s partners and third party developers to improve their software, hardware and services designed for use with Sonavation products, Sonavation may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you.

 

5. Services and Third Party Materials

(a)  The IDKEY Software may enable access to IDKEY and third party services and web sites (collectively and individually, “Services”). Such Services may not be available in all languages or in all countries. Use of these Services may require Internet access and use of certain Services may require you to accept additional terms and may be subject to additional fees. By using this software in connection with any Sonavation Service, you agree to the applicable terms of service for that Service. When using any third party Service, you are subject to and should review such third party’s terms and privacy policy.

(b)  Certain 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 the Services, you acknowledge and agree that Sonavation 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 web sites. Sonavation, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

(c)  To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material that are owned by Sonavation, the site owner and/or their licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Sonavation. No portion of the Services may be copied or reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, assign, sublicense, 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, using the Services to transmit any computer viruses, worms, Trojan horses or other malware, or 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 Sonavation is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

 

6.  Termination

This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Sonavation if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the IDKEY Software. Sections 4, 5, 6, 7, 8, 11 and 12 of this License shall survive any such termination.

 

7.  Disclaimer of Warranties

(a)  If you are a customer who is a consumer (someone who uses the IDKEY Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.

(b)  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE IDKEY SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE IDKEY SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

(c)  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE IDKEY SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SONAVATION AND SONAVATION’S LICENSORS (COLLECTIVELY REFERRED TO AS “SONAVATION” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE IDKEY SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

(d)  SONAVATION DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE IDKEY SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE IDKEY SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE IDKEY SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE IDKEY SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE IDKEY SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.

(e)  YOU FURTHER ACKNOWLEDGE THAT THE IDKEY SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE IDKEY SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.

(f)  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONAVATION OR AN SONAVATION AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE IDKEY SOFTWARE OR 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 AND LIMITATIONS MAY NOT APPLY TO YOU.

8.  Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SONAVATION BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE IDKEY SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE IDKEY SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SONAVATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Sonavation’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 one hundred dollars (U.S. $100). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

 

9.  Export Control

You may not use or otherwise export or re-export the IDKEY Software except as authorized by United States law and the laws of the jurisdiction(s) in which the IDKEY Software was obtained. In particular, but without limitation, the IDKEY Software may not be exported or re-exported (a) into 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 IDKEY Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the IDKEY Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

 

10.  Government End Users

The IDKEY Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

11.  Controlling Law and Severability

This License will be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

 

12.  Complete Agreement; Governing Language

This License constitutes the entire agreement between you and Sonavation relating to the IDKEY Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Sonavation. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

 

13.  Third Party Acknowledgements

Portions of the IDKEY Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the IDKEY Software, and your use of such material is governed by their respective terms.