Thank you for your interest in WiKID. Please read the license agreement. The WiKID Authentication Server is available free of charge for up to 5 users. To obtain additional users, you must either obtain a commercial licenses. We offer convenient online purchasing via our Certificate Management System.

WiKID AUTHENTICATION SYSTEM LICENSE AGREEMENT

Subject to the terms and conditions hereof, WiKID Systems ("WiKID") agrees to license to ("Licensee"), and Licensee agrees to license from WiKID, the products and materials described herein (collectively referred to as the "WiKID Authentication System" or "System") The System includes computer software, and may include associated media, printed materials, and "online" or electronic documentation proprietary to WiKID. Additional software provided along with the System may be licensed under a separate end-user license agreement included in the individual data file packages and is licensed to you under the terms of that license agreement ("Third Party Products"). By installing, copying, downloading, accessing or otherwise using the System, you agree to be bound by the terms of this Agreement and the licensing terms for Third Party Products. If you do not agree to the terms of this Agreement, WiKID is unwilling to license the System to you. In such event, you may not use or copy the System.

This Agreement governs the licensing and/or sale of products from WiKID to Licensee. Licensee agree as follows:

1. DEFINITIONS.

1.1 "Designated Equipment" means either (a) the Hardware equipment provided to Licensee in which Licensed Products is embedded or (2) the equipment with which Licensee intends to use a standalone version of the Licensed Products.

1.2 "Documentation" means materials such as user manuals in any format related to the Software.

1.3 "Licensed Products" means software and documentation that is proprietary to WiKID provided to you under this Agreement and listed in Exhibit A.

1.4 "Proprietary Information" means: (a) software processes, (b) marketing, business, or other strategies or plans, and (c) any other trade secrets marked appropriately or identified as "proprietary or confidential" to WiKID or its licensors. Proprietary Information includes the internal design and implementation techniques of the Licensed Products and the source code of the Licensed Software. Excluded is any information that the receiving party can establish was (1) in the public domain, (2) already in its possession or rightfully known prior to receipt, (3) rightfully learned from a third party not in violation of any other's proprietary rights, or (4) independently developed.

1.5 "Licensed Software" means any computer program proprietary to WiKID or its licensors in machine readable form furnished to Licensee under this Agreement including any related update or upgrade such as enhancements or modifications.

1.7 "Use" means storing, loading, installing, executing, or displaying any portion of the Licensed Products by Licensee on any hardware device, including but not limited to, the Designated Equipment.

1.8 "WiKID Authentication System " means the WiKID Server, Licensed Software and Third Party Products as a whole including any documentation and supporting material.

1.9 "WiKID Client Software " means the client software that interacts with the WiKID Authentication System to request and receive passcodes.

1.10 "Third Party Products " are additional software packages provided as part of the WiKID Authentication System under separate license.

2. SCOPE OF LICENSE GRANTED.

2.1 The license granted to Licensee by WiKID shall be a non-exclusive, non-transferable license to use Licensed Software on the Designated Equipment in machine-readable form only, solely for Licensee's internal business purposes (Authorized Use). Licensee is not entitled to sublicense, rent or lease any portion of the System; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the System or use the System in any manner not authorized by this license.

2.2 The terms of this Agreement apply to all software of WiKID or its licensors whether obtained by Licensee directly from WiKID or indirectly from a third party.

2.3 WiKID may, at their option, provide Licensee with evaluation or demonstration licenses under this Agreement on an as-is without warranties of any kind basis for a time period specified by WiKID only for the purpose of determining whether to acquire a long-term license to the products WiKID recommends using WiKID Authentication System for evaluation in a non-production, test environment. The following terms of this Section 2 additionally apply and supercede any conflicting provisions herein. IN NO EVENT WILL WiKID BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE, OR EXPENSES INCURRED BY LICENSEE IN CONNECTION WITH THE SOFTWARE LICENSED HEREUNDER. LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS EVALUATION LICENSE BY WRITTEN NOTICE TO WiKID. Licensee agrees to return the WiKID Authentication System to WiKID upon expiration of the evaluation Term unless otherwise agreed by the parties in writing and to pay for all expenses associated with the Pilot, including but not limited to shipping costs.

2.4 Licensee shall be entitled to updates and upgrades to the Licensed Products during the Term of this Agreement at no additional cost. Additional software and/or services from WiKID may be purchased separately or as an Addendum to this Agreement.

3. PERMISSION TO COPY.

3.1 Licensee may copy Licensed Products only as reasonably necessary to support the Authorized Use.

3.2 Licensee shall maintain, reproduce and include in all copies of Licensed Products all intellectual property notices and legends included in Licensed Products as received from WiKID and shall affix to the copy and the container housing the medium all notices and legends affixed to the medium or container as received from WiKID.

3.3 The original and all copies of Licensed Products whether provided by WiKID or a third party, or made by Licensee, shall be and remain the property of WiKID.

3.4 Licensee shall completely erase the Licensed Products from the storage media of any Designated Equipment prior to disposing of or retiring such equipment from active use or upon termination of this Agreement. Licensee must return or destroy all other copies upon termination.

4. PAYMENT, TRANSFERS, SUPPORT.

4.1 Unless otherwise agreed in writing, prices for the System will be as set forth in Exhibit A. Prices and license fees do not include freight, insurance, sales tax, customs duties or other similar charges. Any such charges or taxes will be added to the price or separately invoiced to Licensee unless Licensee provides WiKID with a certificate of exemption from the applicable taxing authority.

4.2 Any reproduction, reverse-engineering, electronic transfer, or other use of the Licensed Products on the Designated Equipment will be a material breach of this Agreement.

4.4 The license granted under this Agreement does not include technical support. Licensee may obtain support for Licensed Software from WiKID at the support fees, terms, and conditions currently in effect.

4.5 WiKID may from time to time make additional software modules available which Licensee may purchase at an agreed upon price.

5. INTELLECTUAL PROPERTY.

The license set forth in this Agreement does not transfer to Licensee any ownership of WiKID's or the respective licensors' copyrights, patents, trademarks, service marks or trade secrets or other intellectual property rights and Licensee shall have no right to commence any legal actions to obtain such rights.

6. PROPRIETARY INFORMATION.

6.1 Confidentiality. Proprietary Information shall remain confidential and proprietary to WiKID and its licensors. The provisions of this Section 6 shall survive termination of this Agreement.

6.2 Protection of Confidentiality. Licensee shall not disclose, provide or otherwise make available the Proprietary Information of WiKID or its licensors to any person other than authorized employees or contractors under confidentiality agreement or use the Proprietary Information for other than the Authorized Use without WiKID's prior written consent. Licensee shall take at least reasonable steps to protect the Proprietary Information and shall protect it, through instructions to its employees, access limitations, and the like, no less securely than if it were Licensee's own intellectual property. No media containing the Licensed Software, or any Documentation shall be transferred, reproduced or used in any way other than as provided by this Agreement.

7. LIMITED WARRANTY.

7.1 Equipment Warranty. WiKID warrants, for the benefit of Licensee only, that at the time of completion of delivery and installation of the Designated Equipment, the Equipment and the Licensed Software shall conform in all material respects to the documentation supplied by WiKID and shall be free of defects in materials or workmanship. WiKID's sole obligation, and Licensee's exclusive remedy, for any defect or nonconformity in the Designated Equipment shall be to cooperate with Licensee to provide it with the benefit, if any, of the warranty and support commitment of the third-party manufacturers and suppliers of Designate Equipment. Licensee may independently seek to obtain directly, from the manufacturers of the Equipment, maintenance or repair of the Designated Equipment under any warranty or guarantee provided by such manufacturer. Licensee acknowledges, unless Licensee obtains separate service agreements with such manufacturers and suppliers or with a third-party maintenance provider covering maintenance or repair of the Designated Equipment at the Installation Site, that such manufacturers and suppliers may require Licensee to deliver defective Designated Equipment to their authorized service centers for maintenance or repair.

7.2 Licensed Software Warranty. WiKID warrants that Licensed Software will conform substantially to the applicable Documentation for a period of thirty (30) days from delivery to Licensee. During this period, for all reproducible nonconformities, WiKID will use commercially reasonable efforts to remedy the nonconformities. For all defects reported to WiKID within the warranty period, the liability of WiKID is limited to providing Licensee with one copy of corrections of each Licensed Software product, and, if Licensee has technical support, to respond to Licensee's software problem reports according to WiKID's standard support practices. WiKID does not warrant that the products will meet Licensee's requirements or that use of the products will be uninterrupted or error free, or that remedial efforts will correct any nonconformance. Licensee agrees that Licensed Products provide no guarantee against intrusions, attacks by outsiders or theft of information or erroneous authentications.

7.3 EXCEPT AS PROVIDED IN THIS SECTION 7, WIKID MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO LICENSED PRODUCTS, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY.

WIKID SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST LICENSEE BY ANY OTHER PARTY NOR SHALL WIKID'S LIABILITY FOR DAMAGES, IF ANY, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER BASIS, EXCEED THE PRICE OR FEE PAID BY LICENSEE FOR THE PRODUCT FOR THE PREVIOUS SIX (6) MONTHS. WIKID SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF DATA, INTERRUPTION OF SERVICE, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF WIKID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE MAY NOT BRING ANY ACTION UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE GIVING RISE TO SUCH CAUSE OF ACTION.

9. TERM AND TERMINATION.

9.1 Term. Subject to Section 9.2, the term of this Agreement begins on the Effective Date and shall continue for a period of 3 years, provided that this Agreement shall then automatically renew for successive one year terms, unless either Party gives the other Party thirty (30) days written notice prior to the expiration of the then-current term of such Party's intent to terminate this Agreement.

9.2 Either party may terminate this Agreement or any license granted under this Agreement at any time upon written notice if the other party fails to comply with any material term or condition and the breaching party fails to cure such breach within thirty (30) days following its receipt of written notice of such breach from the other party. Upon termination of any license, Licensee shall return to WiKID all products covered by this Agreement, including any copies made of Licensed Products, and shall furnish to WiKID a certificate of compliance with this provision signed by an officer or authorized representative of Licensee. Termination shall not relieve Licensee of any surviving obligations under this Agreement.

10. GENERAL PROVISIONS.

10.1 Entire Agreement; Amendment. This document contains the entire agreement between the parties relating to the subject matter contained herein and supersedes all prior or contemporaneous agreements, written or oral, between the parties. This Agreement may not be modified except by written document signed by an authorized representative of each party.

10.2 Export Controls. Licensee agrees that it shall not take any actions including without limitation, exporting any software or hardware that causes WiKID or its sub-licensees to be in violation of any United States export laws and regulations. Licensee shall be solely responsible for compliance with all such laws and regulations, and for obtaining any and all export or import licenses or permits that may be required for Licensee to lawfully conduct its business.

10.3 Notice. All notices required or authorized under this Agreement shall be given in writing and shall refer to this Agreement. All notices shall be effective upon delivery if delivered in person or upon mailing if mailed at a U.S. Post Office, first class mail, postage prepaid, addressed or delivered to either party at the address listed on page one of this Agreement, or at such other address that either party provides by advance written notice to the other party.

10.4 Waiver. If either party fails to perform any of its obligations under this Agreement and the other party fails to enforce the relevant provisions, such failure to enforce shall not prevent its later enforcement.

10.5 Assignment. WiKID may assign any of its duties with respect to installation, warranty or maintenance service to third parties. No such assignment shall relieve WiKID of its obligations under this Agreement. This Agreement and the rights under it may not be sublicensed, assigned or otherwise transferred by Licensee without the prior written consent of WiKID.

10.6 Severability. Should any clause or section of this Agreement be determined to be invalid or unenforceable, that provision shall be interpreted so as to most closely reflect the original intent of the parties in an enforceable manner and the remainder of the Agreement will remain in full force and effect.

10.7 Controlling Law. This Agreement shall be governed by the laws of the State of Georgia, United States of America.

10.8 Attorneys Fees. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, both at trial and on appeal.

BY INSTALLING OUR SOFTWARE YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE.