Software License Agreement

IMPORTANT NOTICE:

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) BEFORE USING THE VASCO PRODUCTS.

IF YOU ARE A CONSUMER, YOU MAY HAVE CERTAIN STATUTORY RIGHTS THAT CANNOT BE MODIFIED BY CONTRACT. NO PROVISION IN THIS AGREEMENT SHALL HAVE THE EFFECT OF MODIFYING YOUR STATUTORY RIGHTS TO THE EXTENT SUCH MODIFICATION IS EXPRESSLY PROHIBITED BY APPLICABLE LAW.

“VASCO” means VASCO Data Security, Inc., 1901 South Meyers Road, Suite 210, Oakbrook Terrace, Illinois 60181, USA (if You are located in North, South, Central America or the Caribbean) and/or VASCO Data Security International GmbH, Balz Zimmermann-Strasse 7, CH-8152 Glattbrugg, Switzerland (if You are located in a region other than North, South, Central America or the Caribbean).

“VASCO”, “aXsGUARD”, “DIGIPASS”, “IDENTIKEY”, and “VACMAN” mean the trademarks and service marks owned by VASCO or its licensors that identify VASCO, and the VASCO Products and/or VASCO Services made available pursuant to this Agreement.

“VASCO Client Software” means the machine-readable object code version of a VASCO Software that is either embedded in a VASCO Hardware or downloaded and installed on a client device, including activation codes and related documentation.

“VASCO Hardware” means the authentication devices and appliances that VASCO makes generally available pursuant to this Agreement, such as the DIGIPASS devices, but excluding any computer programs embedded therein.

“VASCO Products” means the VASCO Hardware and VASCO Software made available pursuant to this Agreement.

“VASCO Server Software” means the VASCO Software designed for installation and use on a computer server and includes the software platform VACMAN Controller, IDENTIKEY, and aXsGUARD with which other VASCO Products are licensed to operate.

“VASCO Service” means the maintenance, support and/or other services made available pursuant to a separate agreement with VASCO, excluding any warranty services provided under this Agreement.

“VASCO Software” means the machine readable object code version of all computer programs, activation codes and related documentation that VASCO makes generally available pursuant to this Agreement, including VASCO Server Software and VASCO Client Software, and any patch, fix, update or upgrade provided as part of the VASCO Services or otherwise.

AGREEMENT

THIS AGREEMENT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN VASCO AND YOU. BY OPENING THE PACKAGE, CLICKING ON THE “I AGREE” BUTTON, DOWNLOADING AND/OR INSTALLING THE VASCO SOFTWARE, USING THE VASCO PRODUCTS OR OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO AND ACCEPT ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE “CANCEL” BUTTON AND/OR DO NOT DOWNLOAD, INSTALL OR ACTIVATE THE VASCO SOFTWARE OR USE THE VASCO PRODUCTS. YOU MAY RETURN THE VASCO PRODUCTS ALONG WITH YOUR PROOF OF PURCHASE TO VASCO OR ITS AUTHORIZED RESELLER WITHIN TEN (10) DAYS OF THE DATE OF YOUR PURCHASE FOR A FULL REFUND (LESS SHIPPING AND HANDLING AND ANY APPLICABLE TAXES EXCEPT IN CERTAIN STATES AND COUNTRIES WHERE SHIPPING, HANDLING AND TAXES ARE REFUNDABLE).

ATTENTION: THIS AGREEMENT INCLUDES A LICENSE FOR VASCO SOFTWARE. IT DOES NOT PROVIDE FOR A SALE OR TRANSFER OF ANY INTELLECTUAL PROPERTY RIGHTS TO YOU. THE VASCO PRODUCTS ARE PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS:

A. LICENSE

1. Unless VASCO otherwise specifically agrees in writing, You have an indefinite term, non-exclusive, non-transferable, limited right to use the VASCO Software solely in conjunction with the VASCO Products and VASCO Services, and in accordance with the terms of this Agreement (“License”). This License is granted to You individually, or if You are authorized to acquire VASCO Software on behalf of Your company or other organization, the License is granted to the entity on whose behalf You act.

2. You agree to use the VASCO Server Software only on the number of primary computer servers and backup computer servers that VASCO has authorized in writing for a specified operating system. The maximum number of users permitted to use the VASCO Server Software at any one time is the number of users (i) specified in the purchase order(s) accepted by VASCO or its authorized reseller, (ii) set forth in the accompanying VASCO documentation, or (iii) otherwise specifically authorized in writing by VASCO or its authorized reseller. Except with VASCO’s express written consent, redistribution of VASCO Server Software is not permitted.

3. If VASCO provides You the VASCO Client Software without the activation code, You acquire a limited license to download and install the VASCO Client Software on a device that You own or control. If You download and install the VASCO Client Software to access an enterprise application, You obtain the right to use the VASCO Client Software and/or the activation code from or by authority of the organization employing the enterprise application subject to the terms of a license agreement between VASCO and the organization. In any case, Your right to download, install and/or use the VASCO Client Software and the activation code is subject to the relevant provisions in Sections B and C hereof. Redistribution of the VASCO Client Software is not permitted, except as expressly authorized in this Agreement.

4. You agree to load and use the activation codes only into and with the VASCO Server Software with which the VASCO Hardware or other client devices using the VASCO Client Software are licensed to operate. You acknowledge that each activation code is intended to associate a single VASCO Hardware or other device with such licensed VASCO Server Software and will not be used to associate such devices with any other program or platform unless authorized by VASCO in writing. You agree that You are solely responsible for maintaining the confidentiality of all activation codes.

5. If You access VASCO Software for trial use, VASCO provides You a non-exclusive, non-transferable right to use the VASCO Software with limited features and for a limited period, solely for internal evaluation and testing purposes and not for production use. You acknowledge that the VASCO Software may contain a security code that renders the VASCO Software inoperable upon expiration of such period. To the fullest extent permitted by applicable law YOU ACCEPT THE VASCO SOFTWARE FOR TRIAL USE “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND.

6. You agree to ensure that all employees, agents or other parties who will use the VASCO Products are notified of the terms and conditions of this Agreement prior to such employee, agent or other party using the VASCO Products, and that use of the VASCO Products by such employees, agents or other parties is in accordance with the terms of this Agreement.

7. License for the VASCO Software is conditioned upon payment of all license fees due. Unless otherwise expressly agreed, the License will apply to any updates or upgrades of the VASCO Software that may be made available to You, subject to payment of the applicable maintenance or other fees.

B. RESTRICTIONS

1. You may use the VASCO Products only for Your business purposes or such other purposes as specifically authorized by VASCO or its authorized reseller in writing.

2. You must not:

· use or copy the VASCO Software except as expressly permitted by law and by this Agreement;

· translate, reverse engineer, decompile, disassemble or attempt to derive the source code or object code of the VASCO Software, except to the extent expressly permitted by applicable mandatory law;

· rent, lease, assign or otherwise transfer the VASCO Software, VASCO Hardware and/or activation codes except as expressly agreed by VASCO in writing;

· modify the VASCO Software or merge all or any part of the VASCO Products with any unauthorized program, unless the VASCO Product is designed and intended for such use or VASCO approves such use in writing;

· modify or delete any copyright, trademark, or other proprietary rights notice on the VASCO Products and/or related documentation, or copy, except to the extent permitted in this Agreement or by applicable law, any VASCO Product or related documentation without reproducing VASCO’s copyright, trademark or proprietary rights notices on each copy, or impair in any way VASCO’s copyright, trademark or other proprietary rights;

· use, copy, modify or create new activation codes unless expressly permitted in this Agreement; or

· use or allow the use of VASCO Products in violation of U.S., European and other applicable export regulations, or for any other unlawful activity or in any unauthorized manner.

C. REDISTRIBUTION AND SUBLICENSING OF VASCO CLIENT SOFTWARE

Your license to the VASCO Server Software extends to You a right to redistribute and to sublicense the VASCO Client Software subject to a separate agreement with Your authorized VASCO Client Software user under terms no less protective of VASCO than the terms herein, and subject to the following:

1. Use Restrictions:

(i) You will permit use of the VASCO Client Software only on the VASCO Hardware or client device that VASCO has authorized in writing. The maximum number of users of VASCO Client Software at any one time and/or the maximum number of VASCO Hardware or client device on which the VASCO Client Software may be installed and used at any one time, is the number (a) specified in the purchase order(s) accepted by VASCO or its authorized reseller, (b) set forth in accompanying VASCO documentation, or (c) specifically authorized by VASCO or its authorized reseller in writing.

(ii) VASCO Client Software users acquire a limited, non-exclusive, non-transferable right to use the VASCO Client Software on a device that the user owns or controls, and only in conjunction with a licensed VASCO Server Software.

(iii) Use of VASCO Client Software is subject to the relevant restrictions in Sections B and C of this Agreement.

(iv) A violation of any license or use restriction immediately terminates the right to use the VASCO Client Software and You agree to immediately terminate access to the VASCO Server Software.

2. Disclaimer of Liability:

(i) You are solely responsible for any update, upgrade, and support that You extend or make available directly or indirectly to Your authorized VASCO Client Software users, and for all liability arising from redistribution and sublicensing.

(ii) You acknowledge and agree that VASCO’s limited warranties and limited indemnity available to You under Sections H, I, J and L of this Agreement do not extend to Your VASCO Client Software users, and that VASCO makes no warranty and disclaims liability of any kind to Your VASCO Client Software users.

(iii) You agree to defend, indemnify, and hold VASCO free and harmless from any claim arising from or relating to Your redistribution and sublicensing of the VASCO Client Software.

D. OWNERSHIP

1. All trademarks, service marks, patents, copyrights, trade secrets and all other intellectual property and proprietary rights in and to the VASCO Products and/or VASCO Services are and will remain the exclusive property of VASCO or its licensors, whether or not specifically recognized or perfected under applicable law. Use of some third party materials included in the VASCO Software may be subject to other terms and conditions in a separate license agreement or “Read Me” file written in such materials.

2. You will not take any action that jeopardizes VASCO’s or its licensors’ proprietary rights or acquire any right in the VASCO Products except the limited use rights set forth in this Agreement.

E. CONFIDENTIALITY

1. You acknowledge that the VASCO Products incorporate confidential and proprietary information developed or acquired by or licensed to VASCO. You agree to take all reasonable precautions necessary to safeguard the confidentiality of the VASCO Products, including (i) those taken by You to protect Your own confidential information, and (ii) those which VASCO or its authorized representative may reasonably request from time to time. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the VASCO Products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

2. You will not disclose, in whole or in part, any information on the VASCO Products designated as confidential to any individual, entity or other person except to Your employees who have a need to know and agree to comply with the use and non-disclosure restrictions applicable to the VASCO Products under this Agreement and any accompanying documentation. If requested by VASCO, You shall cause such employees to execute appropriate confidentiality agreements. You acknowledge that any unauthorized use of the VASCO Products or disclosure of confidential information may cause irreparable damage to VASCO and its licensors. If an unauthorized use or disclosure occurs, You will immediately notify VASCO and take, at Your expense, all steps available to recover the VASCO Products and confidential information to prevent further unauthorized use or dissemination.

3. You will have no confidentiality obligation with respect to any portion of the VASCO Products that (i) You independently developed before receiving the VASCO Products under this Agreement, (ii) You lawfully obtained from a third party under no confidentiality obligation, or (iii) became available to the public other than as a result of any act or omission by You or any of Your employees.

F. DATA PROTECTION

1. VASCO may collect certain personally identifiable information about You (“Personal Data”) in the process of installation or activation of the VASCO Software or in the process of using the VASCO Products or receiving the VASCO Services. Personal Data may be stored in Belgium, Switzerland, the United States or other jurisdictions. By accessing or using the VASCO Software, You consent to the transfer of Your Personal Data from the European Union and/or Switzerland to the United States and vice versa or to jurisdictions that may not provide an equivalent level of protection as the laws in Your home jurisdiction. You represent and warrant that You have provided all necessary notices to and obtained all necessary consents from relevant individuals in order to transfer their Personal Data to VASCO for the purposes and in the manner described herein.

2. VASCO and its affiliates may use and process Personal Data to provide You with the VASCO Products and VASCO Services requested, to respond to Your inquiries and requests, to provide customer support activities, to operate VASCO’s business, and to manage and administer Your account. VASCO may disclose Your Personal Data for business purposes only on a need-to-know basis and only with (i) VASCO employees and affiliates, (ii) You, from whom VASCO received the Personal Data, (iii) VASCO’s subcontractors and third party service providers that have agreed to safeguard Personal Data in a like manner as VASCO safeguards such information, and (iv) with other entities authorized to have access to such information under applicable law or regulation. VASCO may disclose Personal Data when necessary to protect its rights and property, to enforce its terms of use and legal agreements, as required or permitted by law, or at the request of law enforcement authorities and the courts, and pursuant to a subpoena. VASCO shall have no duty to notify You of such compliance with law.

3. VASCO takes reasonable and appropriate measures to maintain the confidentiality and security of Personal Data and to prevent its unauthorized use or disclosure. You can request access to Your Personal Data that VASCO maintains about You by contacting VASCO. To protect Your privacy, VASCO will take reasonable steps to verify Your identity before granting access to or making changes to Your Personal Data.

G. TERM & TERMINATION

1. This Agreement commences upon the earliest of You (i) accepting (by means of clicking on the “I AGREE” button) the terms and conditions contained herein, (ii) installing or activating the VASCO Software, and/or (iii) using or allowing use of the VASCO Products.

2. Use of the VASCO Software provided pursuant to this Agreement may be subject to recurring fees, in whole or in part, payable as specified in accompanying terms, documentation, purchase orders, related technical information and/or other materials. You acknowledge and agree that You will be entitled to continue using such VASCO Software only upon payment of applicable then-current renewal fees.

3. You may terminate this Agreement at any time without right to refund. This Agreement will automatically terminate if You (i) fail to comply with any of its terms or conditions, (ii) fail to renew the License and pay the applicable fees, (iii) fail to pay amounts due on a timely basis, or (iv) if You become insolvent or enter into bankruptcy or any other proceeding that relates to insolvency or protection of creditors’ rights.

4. Upon the termination of this Agreement for any reason, all rights granted to You herein will cease and You agree to completely delete and to destroy all copies of the VASCO Software including, but not limited to, any VASCO Client Software embedded in or installed on client devices and all activation codes. The Confidentiality and Indemnity provisions and the Limitations of Warranties and Liability set forth herein shall continue in force after any termination.

H. LIMITED SOFTWARE WARRANTY

1. Except as otherwise provided by applicable law, or as agreed with VASCO pursuant to a separate agreement, VASCO warrants that the storage media in the VASCO Software will be free from defects in materials and workmanship for ninety (90) days from the date that You acquire the storage media. If such a defect occurs within the warranty period, return it to VASCO or its authorized reseller for a free replacement. This remedy is Your exclusive remedy for breach of this warranty.

2. VASCO warrants that the VASCO Software will (i) conform to published VASCO Product specifications in effect on the date that You receive the VASCO Software, and (ii) perform substantially as described in the accompanying documentation for a period of ninety (90) days after delivery. You acknowledge that (i) the VASCO Software may not satisfy all of Your requirements, and (ii) use of the VASCO Software may not be uninterrupted or error-free. You further acknowledge that the VASCO Software license fees and other charges contemplated under this Agreement are based on the limited warranties, disclaimers and limitations of liability in this Agreement and that such charges would be substantially higher if any of these provisions were unenforceable.

3. In case of a breach of the warranty set forth above or any other duty related to quality, VASCO will, at its option, correct or replace the defective VASCO Software or, if VASCO determines that this is not practicable, VASCO or its authorized reseller will accept return of the defective VASCO Software in exchange for a refund of the price You paid for such VASCO Software for the period during which the VASCO Software was not usable. You acknowledge and agree that this Section H sets forth Your exclusive remedy and VASCO’s exclusive liability for any breach of warranty or other duty related to the quality of the VASCO Software.

I. LIMITED HARDWARE WARRANTY

1. Except as otherwise provided by applicable law, or as agreed with VASCO pursuant to a separate agreement, VASCO warrants that for a period of ninety (90) days following Your receipt of the VASCO Hardware, the VASCO Hardware will be free from faults in manufacture and materials as described in the VASCO warranty documentation included with shipment of the VASCO Hardware. VASCO does not warrant that the VASCO Hardware will operate uninterrupted or error-free. VASCO will not be liable for defects in the VASCO Hardware notified by You after expiration of the warranty period.

2. If any defective VASCO Hardware is to be returned pursuant to this Agreement, VASCO will, in its discretion, provide You or the authorized reseller from whom You acquired the VASCO Hardware with a Return Material Authorization (“RMA”) number. VASCO will examine the returned VASCO Hardware and notify You or the authorized reseller of: (i) the part of the VASCO Hardware covered by the limited warranty set forth in this Section I, and (ii) the part of the VASCO Hardware not covered by this limited warranty and the reason therefor. For VASCO Hardware not covered by the limited warranty but can be reworked (i.e. new label, erasure of all data), VASCO will, in its discretion, submit an offer to You, directly or through the authorized reseller, to rework the VASCO Hardware.

3. In case of breach of the warranty set forth in this Section I or other duty related to quality, VASCO will, at its option, repair or replace the VASCO Hardware according to the applicable warranty documentation. You agree to the use of remanufactured or refurbished VASCO Hardware subject of such repair or replacement. If VASCO determines that repair or replacement is not practicable, You may return the VASCO Hardware to VASCO or, as directed by VASCO, to the authorized reseller in exchange for a refund of the price actually paid for the defective item less depreciation based on a three (3) months straight line depreciation schedule. You acknowledge that this Section I sets forth Your exclusive remedy and VASCO’s exclusive liability for any breach of warranty related to the quality of the VASCO Hardware.

J. NO IMPLIED SERVICE WARRANTY

Except to the extent specifically prohibited by applicable law in Your jurisdiction, or as agreed pursuant to a separate agreement, all VASCO Services are made available and provided “as is” and “as available,” without condition, endorsement, guarantee, representation or warranty of any kind by VASCO, and subject to VASCO’s then-current applicable charges. All upgrades or new versions of the VASCO Software are offered as separately-priced items, unless otherwise agreed by VASCO in writing. VASCO assumes no responsibility for services made available through or provided by independent third parties except as and to the extent VASCO has otherwise expressly agreed or as required under applicable law.

K. DISCLAIMER

1. The limited warranties set forth in Sections H and I do not apply to the extent any defects or malfunctions in the VASCO Products result from extrinsic causes, such as (i) natural disasters including fire, smoke, water, earthquakes or lightning, (ii) electrical power fluctuations or failures, (iii) Your failure to comply with the conditions and storage instructions specified in any Warranty Defect documentation, (iv) any other abuse, misuse, accident, alteration, or neglect of the VASCO Product, (v) repair, correction or modification of the VASCO Product not provided or authorized by VASCO, or (vi) the combination of the VASCO Product with software or services not provided or authorized by VASCO.

2. VASCO makes no warranty or assurance of any kind for third party products or services, including VASCO Software derived from third-party software as well as Open Source Software. “Open Source Software” means any software for which the human-readable program instructions known as source code are made freely available to the public to inspect, copy, modify and distribute. Open Source Software is made available subject to any applicable third party license agreement accompanying such software.

3. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTIONS H AND I AND THE LIMITED INDEMNITY SET FORTH IN SECTION L, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE VASCO PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

L. LIMITED INDEMNITY

1. If an action is brought against You claiming that the VASCO Software infringes a patent or copyright, VASCO will defend You at VASCO’s expense and, subject to this Sections L and M, pay the damages and costs finally awarded against You in the infringement action, but only if (i) You notify VASCO promptly upon learning that the claim may be asserted, (ii) VASCO has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) You take no action that, in VASCO’s judgment, is contrary to its interests.

2. If a court order in an infringement claim restrains Your use of the VASCO Software, You will permit VASCO, at its option and expense, to (i) procure the right to continue using the VASCO Software, (ii) replace or modify the VASCO Software to eliminate the infringement while providing functionally equivalent performance, or (iii) accept the return of the VASCO Software and refund to You the amount actually paid to VASCO for such VASCO Software, less depreciation based on a twenty-four (24) month straight-line depreciation schedule.

3. VASCO will have no indemnity obligation to You if the patent or copyright infringement claim results from (i) a correction or modification of the VASCO Software not provided by VASCO, (ii) the failure to promptly install a patch, fix or update, if provided, or (iii) the combination of the VASCO Software with other non-VASCO products. You acknowledge and agree that this Section sets forth Your exclusive remedy and VASCO’s exclusive liability for any actual or alleged infringement or misappropriation claim related to the VASCO Products.

4. You agree to indemnify and hold VASCO, its parents, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any third party claims, demands, costs, damages, losses, liabilities and expenses, including reasonable attorney’s fees, made by any third party arising out of or in connection with Your breach of this Agreement.

M. LIMITATION OF LIABILITY

NEITHER VASCO NOR ITS AFFILIATES, RESELLERS, LICENSORS OR SUPPLIERS SHALL, UNDER ANY CIRCUMSTANCES, HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA DOWNTIME, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF VASCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THEY ARE FORESEEABLE OR UNFORESEEABLE, AND WHETHER ARISING OUT OF BREACH OR FAILURE OF AN EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH VASCO OR ITS AFFILIATES, RESELLERS, LICENSORS AND SUPPLIERS MAY INCUR IN ANY AND ALL ACTIONS OR PROCEEDINGS EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE RESPECTIVE VASCO PRODUCT THAT DIRECTLY CAUSED THE DAMAGE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY DESPITE THE FOREGOING EXCLUSION AND LIMITATION. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OF CONSEQUENTIAL OR INDIRECT DAMAGES IN CONTRACTS WITH CONSUMERS SO THAT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

N. COMPLIANCE WITH LAWS & WARRANTIES

1. You shall, at Your expense, comply with all laws, regulations and other legal requirements that apply to Your purchase and use of the VASCO Products, including tax, foreign exchange, data protection and waste disposal laws and regulations.

2. The VASCO Products and related technical information, documents and materials are subject to the United States Export Administration Regulations and other applicable laws. You will: (i) comply strictly with all legal requirements established under these controls, (ii) cooperate with VASCO in any audit or inspection that relates to these controls, and (iii) not export, re-export, divert, transfer, directly or indirectly, any VASCO Products and related materials or direct products thereof to any destination, company or person restricted or prohibited by these export controls.

3. You represent and warrant that: (i) You will not use the VASCO Products for or in connection with any purpose or activity that is illegal or unlawful in the territory or jurisdiction in which the VASCO Products are made accessible or available (“Proscribed Use”), (ii) You will not use or deal with the VASCO Products in any way that will expose VASCO or any of its directors, officers or employees to liability under any applicable law including without limitation environmental, securities, anti-corruption, anti-gambling or other penal laws, (iii) You have implemented reasonable policies, procedures and controls designed to prevent Proscribed Use of VASCO Products ("Controls"), and these Controls include measures to prevent the re-shipment or other delivery of VASCO Products to end-users in any such jurisdictions, (iv) You and Your authorized users are not citizens or permanent residents of an embargoed country or prohibited end-users under applicable U.S. export and anti-terrorism laws or regulations.

4. Notwithstanding anything to the contrary, You agree tofully indemnify VASCO for any expense, liability or damage, whether or not consequential, indirect,incidental, special, exemplary, or punitive, that VASCO may suffer or incur in the event that the Controls fail to prevent a Proscribed Use, or where You otherwise breach the representations and warranties set forth in this Section.

O. GENERAL

1. If there is any inconsistency between this Agreement and any VASCO Software license or other end-user agreement provided in the packaging or accompanying materials of a VASCO Product, the provisions of this Agreement shall apply to the extent of the inconsistency. If there is any inconsistency between this Agreement and any VASCO Software license or end-user agreement provided in connection with any upgrades or updates to the VASCO Software, the provisions of such other license or end-user agreements shall apply to the extent of the inconsistency. In the event of any inconsistency between this Agreement and any separate written agreement between VASCO and You, the provisions of the separate agreement shall apply to the extent of the inconsistency.

2. If this Agreement is translated into a language other than English, the English version will prevail to the extent of any conflict or discrepancy in meaning between the English version and any translation. Unless and only to the extent prohibited by law in Your jurisdiction, any disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments.

3. This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois, U.S.A, if You are located in North, South, Central America or the Caribbean, and will be governed by and interpreted in accordance with the laws of Switzerland, if You are located in any region other than North, South, Central America or the Caribbean. Any dispute, claim or controversy arising out of or relating to this Agreement shall be submitted to binding arbitration in the State of Illinois pursuant to the AAA rules of arbitration, if You are located in North, South, Central America or the Caribbean, and shall be submitted to binding arbitration in Switzerland pursuant to the ICC rules of arbitration, if You are located in any region other than North, South, Central America or the Caribbean. You and VASCO exclude from this Agreement the application of the United Nations Convention on Contracts for the International Sale of Goods. VASCO may seek injunctive relief or file for collection of debt in courts with appropriate jurisdiction as may be necessary.

4. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.

5. Except when provided otherwise in this Agreement, or as agreed with VASCO pursuant to a separate agreement, all notices or approvals must be given in writing to VASCO at the address indicated at the beginning of this Agreement. In addition, VASCO may give You notice electronically, which electronic notice shall be deemed duly given when transmitted to an email address furnished by You to VASCO.

6. You may not assign or transfer Your rights or duties in whole or in part to a third party without the written consent of VASCO. Any waiver or modification of this Agreement shall be in writing and signed by VASCO.

7. The terms, conditions and warranties contained in this Agreement which by their nature and context are intended to survive the performance hereof shall so survive the expiration or termination of this Agreement.

8. Except as otherwise specifically agreed by You and VASCO, this Agreement constitutes the entire agreement between You and VASCO with respect to the VASCO Products, and this Agreement supersedes any other agreement or discussions, oral or written, and may not be changed except by a written signed agreement.