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END USER LICENSE AGREEMENT FOR DIGITALPERSONA
ONE TOUCH� ID, ONE TOUCH FOR WINDOWS, ONE TOUCH LINUX SOFTWARE DEVELOPMENT KITS AND UPOS FOR OPOS, UPOS FOR JAVAPOS FOR WINDOWS, AND UPOS FOR JAVAPOS FOR LINUX PRODUCTS

IMPORTANT - READ CAREFULLY:  This DIGITALPERSONA END USER LICENSE AGREEMENT (the "EULA") is a legal agreement between you either as an individual or as an authorized representative of a business entity (hereafter referred to as "You" and/or "Your") and DigitalPersona, Inc. ("DigitalPersona").  DigitalPersona is willing to license to You the DigitalPersona software product accompanying this EULA, other than the Xerces2 Java Parser Software included with the UPOS for JavaPOS for Windows and UPOS for JavaPOS for Linux products, which may include, without limitation, fingerprint recognition and fingerprint reader driver software (the "Runtime Environment"), library files, header files, supplemental software, updates and upgrades, associated firmware, media, manuals, user guides and/or other documentation provided  by DigitalPersona or made available for download, whether tangible or intangible (collectively, the "Software Product").  By installing, downloading, copying, or otherwise using the Software Product, You agree to be bound by the terms of this EULA.  If You do not agree to the terms of this EULA, do not install, copy or use the Software Product; please return the original Software Product and all copies thereof (if any) to Your place of purchase to obtain a refund, or if the Software Product was downloaded, please remove and delete the original and all copies of the Software Product from the computer(s) on which it was installed.

1. License Grant.  DigitalPersona grants to You a limited, non-transferable, and non-exclusive right to install and use the Software Product at Your premises under the terms and conditions of this EULA.  You may copy the Software Product to the hard disk of one (1) computer system, or use the Software Product on Your network, Your intranet or other storage device secured in such a manner to prohibit access of the Software Product by unauthorized users.  You may copy the Software Product only to the extent necessary to make one archival copy for back-up purposes.  If You license the One Touch� ID SDK Software Product You must acquire a license to use fingerprint templates for identification (a "One Touch ID License").

Subject to the terms and conditions of this EULA, and subject to DigitalPersona's underlying Intellectual Property Rights (as defined below) in and to the Software Product, You may use the Software Product to design, develop, and test a software application product (the "Licensee Application"), for use with the DigitalPersona fingerprint reader or module, or such other hardware/software package approved by DigitalPersona for use with the DigitalPersona SDK or UPOS products.  For purposes of this EULA a Licensee Application specifically excludes any type of software development tool designed, developed, licensed and/or distributed by You.  You represent that each and every biometric fingerprint reader, fingerprint recognition algorithm and other software required by the Licensee Application for fingerprint recognition will be acquired from DigitalPersona or its authorized distributors.

Subject to the terms and conditions of this EULA, and subject to DigitalPersona's underlying Intellectual Property Rights (as defined below) in and to the Software Product, You may 
(i) modify the sample source code located in the Software Product's "Samples" folder (the "Sample Code") and create derivatives thereof (the "Sample Derivatives"); 
(ii) reproduce and distribute the Sample Derivatives in object code form only, and only as incorporated into the Licensee Application; 
(iii) reproduce and distribute the Runtime Environment in object code form only as incorporated into the Licensee Application; 
provided, however, that You (A) reproduce and include the copyright notice that appears in the Sample Code and Runtime Environment as provided by DigitalPersona, (B) distribute the Licensee Application incorporating the Sample Derivatives and/or Runtime Environment pursuant to an end user license agreement with terms no less restrictive than those set forth herein, and (C) do not permit further redistribution of the Sample Derivatives and/or Runtime Environment by Your end user.

1.1 One Touch I.D. SDK.  If You license the One Touch I.D. SDK, subject to the terms and conditions of this EULA and DigitalPersona's underlying Intellectual Property Rights (as defined below) in and to the Software Product, You may:
- Use, copy and redistribute to Your end users, in object code form, the files contained in the "Redist" folder and incorporate these files into or redistribute these files with the Licensee Application; 
- Use, copy and redistribute the One Touch I.D. License Administration User Guide as a whole in the form as it is delivered to You, provided that the guide is redistributed in conjunction with the Licensee Application and the following copyright attribution is included: � 2007 to XXXX [insert present date in place of "XXXX"] DigitalPersona, Inc.  All rights reserved.
- Use, copy and redistribute to Your end users, in object code form, the One Touch I.D. License Administration tool ("dpladmin.exe") either directly or via the merge module in Your installer provided that the tool is incorporated with or redistributed with the Licensee Application; and
- Redistribute to Your end users the One Touch ID Licenses.

1.2 Special Requirements for the Linux SDK.	If You license the Linux SDK, You acknowledge that the use of the Linux SDK requires the use of certain third party software listed in the accompanying documentation.  Unless otherwise specifically agreed by DigitalPersona in writing signed by an officer of DigitalPersona, You shall be solely responsible with respect to obtaining the necessary licenses and consents and bearing the costs to license all such third party software.

2. License Restrictions.  You acknowledge and represent that the Licensee Application shall not be used, under any circumstances, with fingerprint recognition hardware and software other than a DigitalPersona product.  Except as otherwise permitted herein, You: (i) may not, or cause or permit a third party to, reproduce, distribute, redistribute, sublicense, loan, rent or lease, all or any portion of the Software Product, including but not limited to, the bundling of the Software Product or portions thereof with any fingerprint recognition product not authorized by DigitalPersona; (ii) except as otherwise provided herein, shall not reverse engineer, decompile, disassemble, or attempt to access or discover the underlying source code of the Software Product or portions thereof; (iii) may not utilize the Software Product to create or develop (or cause or permit third parties to create or develop), any products which compete with DigitalPersona products (as defined below); and (iv) may not link the Software Product to any third party code that is licensed under  any version of the GNU General Public License, the Affero General Public License or the GNU Lesser General Public License in such a manner as to require the Software Product to be distributed under any version of the GNU General Public License, Affero General Public License or the GNU Lesser General Public License, or develop any Licensee Application that is required to be distributed under the terms of any version of the GNU General Public License or Affero General Public License.  You shall promptly notify DigitalPersona if any of the foregoing restrictions have been breached and You shall defend, indemnify and hold harmless DigitalPersona from and against any and all costs, expenses, damages and claims arising out of such violation.  For purposes of this paragraph "DigitalPersona product" means DigitalPersona� Pro and Online software products and any browser-based software application which includes biometric functionality.

3. Ownership of the Software Product.  The Software Product (including any updates, upgrades, modifications and revisions) is protected by intellectual property and copyright laws and treaties worldwide, and may contain trade secrets of DigitalPersona or its suppliers, who have and maintain exclusive right, title and interest in and to the Software Product and the Sample Code, and reserve and retain all rights not expressly granted to You under this EULA.  You agree not to remove or obscure any copyright, trademark or patent notices that appear on any of the Software Product as delivered to You.  Subject to DigitalPersona's underlying rights in and to the Software Product and portions thereof, You shall own all Intellectual Property Rights (as defined below) in and to the Licensee Application.

4. Covenant to Facilitate Development.   You acknowledge and agree not to enforce or assert any intellectual property rights (including, without limitation, all rights now held or hereafter created or acquired, whether arising under the laws of the United States or any other country, for any patents, copyrights or trade secrets (collectively, the "Intellectual Property Rights")), in any Licensee Application or derivatives thereof in a manner which in any way limits the development, use and distribution  by DigitalPersona or its licensees of  the Software Product.

5. Support. If you elect to purchase support services related to the Software Product ("Support Services") from DigitalPersona, the following terms apply:

5.1 Products Covered: Only the One Touch ID, One Touch for Windows, One Touch Linux, UPOS for OPOS, UPOS for JavaPOS for Windows and UPOS for JavaPOS for Linux software products properly licensed from DigitalPersona are eligible for technical support.

DigitalPersona provides technical support for only the current version and the two prior Major or Minor Releases, in the aggregate, of the Software Product.  If You report an issue in a version of the Software Product that falls outside of these parameters the Technical Support Staff may ask You to upgrade Your DigitalPersona Software Product, prior to continuing with any Support Services.

A "Major Release" is a general release of software indicated by a change, from the previous release, in the number to the left of all decimal places in the version number.  For example, in version number x.y.z, a change in x would indicate a Major Release.

A "Minor Release" is a general release of software indicated by a change, from the previous release, in the number to the immediate right of a Major Release version number.  For example, in version number x.y.z, a change in y would indicate a Minor Release.

5.2 Unsupported Products:  DigitalPersona will not provide Support Services for any Software Product that has been installed, configured or used in any way that deviates from the applicable documentation.

5.3 Support Provided:  Support Services include telephone, web and/or email clarification of the functions and features of the Software Products to assist You in developing Your application.  DigitalPersona will also provide troubleshooting assistance to determine if an Error exists in the Software Product.  If DigitalPersona determines that an Error does exist in the Software Product, DigitalPersona will make commercially reasonable efforts to correct the Error. However, DigitalPersona does not guarantee that every Error will be resolved.  "Error" means a verifiable and reproducible failure of the Software Product to substantially conform to applicable documentation.

If DigitalPersona determines that an Error exists in Your application code, it is Your responsibility to troubleshoot and correct the Error.  DigitalPersona does not provide assistance in debugging Your application code.

5.4 Third Party Software & Hardware:  DigitalPersona does not provide Support Services for third party software or hardware.  If, in the course of assisting You in troubleshooting a reported issue, DigitalPersona believes that the cause may be due to third party software or hardware, it will be Your responsibility to contact the appropriate vendor(s) and to troubleshoot the issue directly with the vendor(s).

If the third party vendor confirms that their software or hardware component is the cause of the reported issue, DigitalPersona reserves the right to invoice You for Support Services rendered for this issue.

5.5 No End User Support:  Support Services are available exclusively to You.  You are responsible for providing all support to Your end users.  DigitalPersona will not respond to any requests for support from Your end users.  You are responsible for informing your end user that DigitalPersona is not to be contacted for support issues.

5.6	Customer Responsibilities:  To ensure that the support process is as effective as possible, You have the following responsibilities: 
- Train Your end user in the proper use of Your applications and provide supervision, control and management of the use of the application/hardware.
- Develop recovery procedures in the event of an error.
- In the event of an error, You shall attempt to implement an appropriate Workaround.  "Workaround" means a technically feasible change in the operating procedure of the application that minimizes the effects of the Error.
- Document a reported error of the Software Product sufficiently to enable DigitalPersona's Technical Support Staff to replicate and verify the Error; run any appropriate diagnostic utilities, and perform any other tasks reasonably necessary to diagnose and/or replicate the Error; if requested, provide DigitalPersona Your application code which is sufficient to demonstrate the Error.  
- Take all steps reasonably necessary to carry out corrective procedures within a reasonable time after these procedures have been received from DigitalPersona.

5.7 Right to Deny or Discontinue Support Services:  DigitalPersona reserves the right to cease providing Support Services to any customer at any time should any customer breach the terms of this EULA, engage in threatening or abusive behavior, or engage in any fraudulent or misleading activity related to DigitalPersona or a DigitalPersona product.

5.8 Hours of Coverage:  DigitalPersona's Technical Support Staff is available to assist customers Monday through Friday 8:00 AM to 5:00 PM PST, excluding DigitalPersona business holidays.

5.9 Language Support:  Support Services are provided in the English language only.

5.10 Supplemental Software:  Any supplemental Software Product code provided to You as a part of Support Services shall be deemed part of the Software Product and subject to the terms of this EULA.  With respect to any technical information You provide while using Support Services, DigitalPersona may use such information for its business purposes, including without limitation, general product support and development. DigitalPersona will not use such technical information in a form or manner that personally identifies You.

6. Limited Warranty; Disclaimer of Warranties.  DigitalPersona represents that the Software Product, in the form originally purchased or downloaded by You, will materially conform with the applicable accompanying documentation, and its media will be free from defects in material and workmanship, for a period of ninety (90) days from the date of original purchase or download as shown on Your receipt or similar proof of payment (the "Warranty Period").   EXCEPT FOR THE LIMITED WARRANTIES ABOVE, DIGITALPERSONA AND ITS DISTRIBUTORS OR RESELLERS MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIM ALL WARRANTIES OF EVERY TYPE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, SUPPORT SERVICES, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARDS TO THE SOFTWARE PRODUCT.  IF SUCH DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SAID IMPLIED WARRANTIES IS LIMITED TO NINETY (90) DAYS FROM THE DATE OF PURCHASE.

If an upgrade or update to the Software Product is delivered with a new warranty period, then the terms of such new warranty period will apply only to the upgraded Software Product, and not the original Software Product.  Any replacement Software Product will be warranted for the remainder of the original Software Warranty Period or thirty (30) days, whichever is longer.

DigitalPersona's sole obligation and Your exclusive remedy under the limited warranties above shall be replacement of the Software Product that does not meet the DigitalPersona limited warranties and that is returned to DigitalPersona.

7. Indemnification.  You shall defend, indemnify and hold harmless DigitalPersona against any claim and/or action brought against DigitalPersona as a result of: (i) a claim based upon an actual or alleged infringement of an intellectual property right of a third party arising from or related to the Licensee Application; (ii) any modification and/or enhancement to the Sample Code made by or for You; (iii) any distribution of all or a portion of the Software Product in breach of the limited license granted to You hereunder; and (iv) Your breach of the license restrictions set forth in Section 2 hereinabove; provided that DigitalPersona reasonably cooperates with You (at Your expense) in the defense or settlement of such action or claim.   You shall have control of the defense and all settlement negotiations, provided that You may not enter into a settlement providing for any restriction on DigitalPersona or the DigitalPersona technology without DigitalPersona's prior written consent, and provided further that DigitalPersona shall have the right to be represented by its own attorney at DigitalPersona's expense.

8. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGITALPERSONA AND ITS DISTRIBUTORS OR RESELLERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER IN TORT, PRODUCT LIABILITY AND/OR NEGLIGENCE  (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, PRIVACY OR CONFIDENTIALITY, BREACH OF SECURITY SYSTEMS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING IN ANY WAY TO, THE USE OF, OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF DIGITALPERSONA AND ITS DISTRIBUTORS OR RESELLERS  HAVE BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES OR LOSSES.  EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE PRODUCT IS SUPPLIED "AS IS", AND THE ENTIRE RISK OF ACCURACY AND SATISFACTORY PERFORMANCE IS WITH YOU.  DIGITALPERSONA AND ITS DISTRIBUTORS OR RESELLERS DO NOT GUARANTEE THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR ALL REQUIREMENTS OF THE SOFTWARE OR HARDWARE WITH WHICH THEY INTERACT.  IN ANY CASE, DIGITALPERSONA'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO US$100.00.

9. Termination of License.  You may terminate this EULA at any time, upon written notice thereof to DigitalPersona.  This EULA will terminate automatically if You breach any material provision of this EULA. Upon termination, all rights to use the Software Product will cease and You shall (i) promptly destroy the original and all copies of the Software Product in Your possession or under its control, and certify in writing to DigitalPersona of such destruction, and (ii) cease distribution of the Sample Derivatives and/or Runtime Environment as incorporated in the Licensee Application.  Notwithstanding any termination of this EULA, all licenses granted to end users for use of the Sample Derivatives and Runtime Environment as part of the Licensee Application will survive.

10. Xerces2 Java Parser Software.  The Xerces2 Java Parser software is licensed under the Apache License, Version 2.0 set forth below (the "Apache License"); you may not use the Xerces2 Java Parser software except in compliance with the Apache License.

10.1 Definitions.

"Apache License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 10.1 through 10.9 of this document.

"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the Apache License.

"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this Apache License.

"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation, source, and configuration files.

"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Work" shall mean the work of authorship, whether in Source or Object form, made available under the Apache License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Apache License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

"Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

10.2 Grant of Copyright License.  Subject to the terms and conditions of this Apache License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

10.3 Grant of Patent License.  Subject to the terms and conditions of this Apache License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this Apache License for that Work shall terminate as of the date such litigation is filed.

10.4 Redistribution.  You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

(a) You must give any other recipients of the Work or Derivative Works a copy of this Apache License; and

(b) You must cause any modified files to carry prominent notices stating that You changed the files; and

(c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and

(d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the Apache License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the Apache License.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this Apache License.

10.5 Submission of Contributions.  Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this Apache License, without any additional terms or conditions.  Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

10.6 Trademarks.  This Apache License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

10.7 Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this Apache License.

10.8 Limitation of Liability.  In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Apache License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

10.9 Accepting Warranty or Additional Liability.  While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Apache License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

10.10 APPENDIX.  How to apply the Apache License to your work.  To apply the Apache License to your work, attach the following boilerplate notice, with the fields enclosed by brackets "[]" replaced with your own identifying information. (Don't include the brackets!)  The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same "printed page" as the copyright notice for easier identification within third-party archives.

Licensed under the Apache License, Version 2.0 (the "Apache License"); you may not use this file except in compliance with the Apache License. You may obtain a copy of the Apache License at

http://www.apache.org/licenses/LICENSE-2.0
	
Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.  See the Apache License for the specific language governing permissions and limitations under the Apache License.

11. GENERAL TERMS

11.1 No Third Party Beneficiaries.  No provision of this EULA is intended, nor will it be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in third parties.  All provisions hereof will be personal solely between You and DigitalPersona.

11.2 Governing Law and Exclusive Forum.  This EULA shall be governed by and construed and enforced in accordance with the laws of the State of California, United States of America, excluding its choice of law provisions.  With the exception of DigitalPersona's right to enforce its intellectual property rights under this EULA, all disputes arising out of this EULA shall be subject to the exclusive jurisdiction and venue of the Superior Court of the State of California San Mateo County and the Federal District Court of the Northern District of California, United States of America, and the parties consent to the personal and exclusive jurisdiction and venue of such courts.  The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed.

11.3 Export Restrictions.  You acknowledge and agree that the Software Product and the Licensee Application are subject to United States export restrictions, and that You will strictly comply with all applicable United States and international laws relating to the importing and/or exporting of licensed software, and You will not, directly or indirectly, export the Software Product, the Licensee Application and related technical data in violation of the Export Administration Regulations of the U.S. Department of Commerce and other applicable laws.

11.4 Government Rights.  You acknowledge and agree that the Software Product and all related materials thereto licensed under this EULA are "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 for civilian agencies and DFARS 227.7202 for military agencies and their successors, and in the event You are permitted under this EULA to provide the Software Product, or a portion thereof, to the U.S. Government, such Software Product shall be provided under the terms of this EULA, or terms at least as restrictive as the terms of this EULA.  If You are permitted under this EULA to provide the Software Product, or a portion thereof, to a non-U.S. government entity, You shall take all necessary steps to ensure that DigitalPersona's intellectual property and proprietary rights in and to the Software Product receive the maximum protection available from such non-U.S. government for commercial computer software and documentation.

11.5 Severability.  If any provision of this EULA is declared unenforceable, illegal or invalid by a competent tribunal under applicable law, then such provision shall be deemed automatically adjusted to conform to the requirements for validity and enforceability, and so adjusted, shall be deemed a provision of this EULA as though originally included herein.  In the event that the abovementioned provision is of such a nature that it cannot be so adjusted, such provision shall be deleted from the EULA, and the remaining provisions of the EULA shall remain in full force and effect.  WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS EULA WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION.  FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT.

11.6 No Agency.  Nothing contained herein shall be construed as creating any agency, partnership, franchise or other form of joint enterprise between the parties.

11.7 No Waiver.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

11.8 Notices.  All notices or demands hereunder shall be sent to the attention of the other party's Legal Department and will be deemed delivered upon acknowledgment of receipt by the other party.

11.9 Language. This EULA is prepared and entered into in the English language only, which language shall be controlling in all respects.  Any translations of this EULA into any other language are for reference only and shall have no legal or other effect. For your convenience, the original English version of this EULA is located in the "Docs" folder the Software Product CD. You may also request a copy of the original English version of this EULA by writing to the following address: DigitalPersona, Inc., 720 Bay Road, Suite 100, Redwood City, CA 94063, USA, Attn: Legal Department.

11.10 Entire Agreement. This EULA contains and constitutes the sole, complete and entire agreement and understanding between You and DigitalPersona concerning the matters contained herein and may not be altered, modified or changed in any manner except with DigitalPersona's prior written consent.  No statements, promises or representations have been made by one party to the other, and the parties are not relying on any representations other than those expressly set forth herein.  The terms and conditions of this EULA shall apply to all orders submitted by You to DigitalPersona.  Any different or additional terms on any customer purchase order shall be null and void and of no effect.  Orders issued to DigitalPersona are solely for the purpose of requesting specific delivery dates and quantities.

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