End User License Agreement

The terms and conditions contained in this agreement (the "Agreement") forms the legal agreement between You, either an individual or a single legal entity ("You" or "Your"), and Keyless Technologies Limited, a limited company incorporated in England and Wales with registered number 11362854 or any other member of its group of companies (together "Keyless" or "We" or "Our") in respect of use of any of Our Keyless SDK™, Keyless Authenticator™ (the "Products"). This Agreement shall govern Your use of the Products, including any updates and accompanying written documentation.

BY DOWNLOADING OR USING ANY PRODUCT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORISED TO USE ANY PRODUCT AND MUST CEASE OF ANY PRODUCT IMMEDIATELY.

We provide the following Products directly and through Our network of value added resellers:

1. Keyless SDK ™
   Keyless Software Development Kit (SDK), which provides enrollment, authentication, key management, and liveness detection functionality, and implements strong multi-factor customer authentication. The Keyless SDK also implements the Keyless protocol, which is used to communicate with the Keyless network. The Keyless SDK can be linked to native mobile and desktop projects, and its functionalities can be accessed using the Keyless API, for which documentation is also provided.
2. Keyless Authenticator ™
   Keyless Authenticator™ is composed of the Keyless Authenticator™ App, and the Keyless IAM connector. The Keyless Authenticator™ app implements a strong additional authentication factor via biometrics and device ownership, and Keyless IAM connector interfaces the Keyless network with the customer’s IAM system.

We provide two variants of the Keyless SDK™ and Keyless Authenticator™ above Products: a version for consumers and a version for workforce.

1. You do not provide Keyless with personal data when You download the Keyless SDK™ onto Your device and/or submit a request for authentication using the Keyless SDK™. All biometric data provided by You in using the Keyless SDK™ is maintained on the device to which You downloaded the Keyless SDK™ and is not processed or stored by Keyless. Use of the Keyless SDK™ is anonymous meaning that, whilst Keyless retains a record that a request to authenticate has been made and whether that request was verified, Your identity is not known to, or recorded by, Keyless.
2. When you use a Keyless SDK™ in association with a 3rd party, or their application, the 3rd party should make You aware of any additional considerations.
3. If You download the Keyless Authenticator™ App, You may provide personal data to Keyless and You agree that Keyless may duplicate and store Your personal data and any other related information in accordance with Our privacy policy and related policies, and this Agreement.
4. All information You provide to Keyless will remain Your property.
5. You may use the Products in conjunction with goods or services provided by one of Our value added resellers (each a "Reseller"). A Reseller may require You to provide additional personal data as You interact with their goods and services. The Reseller’s use of such personal data will be governed by their privacy policy and terms of service. You should ensure that You familiarise Yourself with such documentation.

1. You must be a registered user to access the Keyless Authenticator™ App. You are responsible for keeping Your password private and secure, and are prohibited from sharing Your login and password with others.
2. The Keyless SDK™ is downloaded onto Your device and remains on Your device in order to allow You to request an authentication. The key maintained on Your device is personal to You and is only stored on Your device(s). You may replicate the key across multiple devices. In the event that You lose or damage Your device, to the extent that the key is not replicated on another device under Your control, You will lose the ability to authenticate using that key. You may download the Keyless SDK™ to a new device and create a new authentication key at any time.

1. You represent and warrant that You are:
   1. of legal age or older in Your jurisdiction and competent to agree to this Agreement;
   2. You are not and will not when using any Product be located in, or under the control of, a national or resident of a country subject to sanctions or otherwise embargoed by the United Kingdom, European Union or United States and are not a prohibited end user under applicable export control laws (please see further provisions in this regard in paragraph 12.1);
   3. You have all requisite rights and authority to use the Products in accordance with this Agreement and to grant all applicable rights herein;
   4. You are solely responsible for maintaining the confidentiality of Your account login and password;
   5. You agree that Keyless will not be liable for any losses incurred as a result of a third party's use of Your profile, regardless of whether such use is with or without Your knowledge and consent;
   6. You will use the Products for lawful purposes only and subject to this Agreement;
   7. any information You submit using the Products is true, accurate, and correct; and
   8. You will not attempt to gain unauthorised access to any system operated by Keyless, other account, or network under the control or responsibility of Keyless through hacking, cracking, password mining, or any other unauthorised means.
2. You acknowledge that You are not permitted to use any Product if You cannot make these representations and warranties.
3. If Keyless (or any of Our Resellers) has previously prohibited You from using any Product, You are not permitted to use any Product without the prior written consent of Keyless.
4. You are solely responsible for Your conduct and use of the Products. You are solely responsible for determining the suitability of the Products for Your needs and complying with any regulations, laws or conventions applicable to any data that You provide when using the Products, and Your use of the Products.
5. The Products are for Your personal or internal business use only. You may not use or adapt, or combine any of the Products with any other goods or services for any commercial purpose including without limitation selling, licensing, providing services, or distributing any Product unless You have received the express written consent of Keyless.
6. By using any Product, You specifically agree not to engage in any activity or transmit any information that:
   1. is illegal, or violates any law in the jurisdiction in which You are based, or from which You are using any Product, or any of England and Wales;
   2. involves illegal activity any attempt to commit illegal activity;
   3. violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
   4. interferes with any other person’s use and enjoyment of any of the Products;
   5. attempts to impersonate another person or entity;
   6. is commercial in a way that violates this Agreement;
   7. accesses or uses, or seeks to access or use, the authentication key of another user without permission;
   8. distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
   9. interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any Product, or the servers or networks operated by Keyless;
   10. "hacks" or accesses without permission Our proprietary or confidential records, those of another user, or those of anyone else;
   11. decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code in respect of any Product, except as expressly permitted in this Agreement or by law, unless and then only to the extent permitted by applicable law without consent;
   12. removes, circumvents, disables, damages, or otherwise interferes with security-related features of any Product; or
   13. attempts to do any of the foregoing.
7. Any unauthorised use of any Keyless computer system or any Product will be considered a violation of this Agreement and may also violate certain national or EU laws. Such violations may subject You and Your agents to civil and criminal penalties. Keyless may immediately remove any content or data, and/or suspend or cancel any authentication key and/or prevent access to any Product if it becomes aware of any misuse or illegal actions associated with any user, without prior notice to You.

1. Keyless reserves the right to change any Product, to introduce new products and services and to withdraw any Product without prior notice and at any time without liability to You. Keyless also reserves the right to amend this Agreement and any associated policies from time to time. This Agreement, as amended, will be effective upon use of any Product by You immediately after Keyless has posted any amended terms on its website. You agree to be bound by this Agreement, as modified.
2. You are advised to review the most current version of this Agreement from time to time, located at https://keyless.io/eula, so that You will be apprised of any changes.

1. Upon Your acceptance of this Agreement, Keyless grants You a non-exclusive, non-transferable, limited and revocable license to use the Products for the sole and exclusive purposes of Your personal or internal business purposes. The Products and their structure, organisation, source code, and documentation belong solely to Keyless and its licensors, and accordingly You agree not to allow third parties to sublicense, transfer, or distribute any part of any Product to any third party. You are not allowed to modify, adapt or translate any part of this service, or in any way act to derive source code from any Product.

1. You acknowledge that Keyless and/or its licensors own all right, title and interest in and to the computer source code related to the Products, portions thereof, or software or content provided through or in conjunction with any Product, including without limitation all intellectual property rights. Except for the license granted in paragraph 6 above, all rights in and to the Products are reserved, and no implied licenses are granted by Keyless.
2. The trademarks, logos, taglines, and service marks displayed on any Product (collectively, the "Trademarks") are registered and unregistered Trademarks of Keyless. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate Keyless' sponsorship of or affiliation with any product, service, event, or organisation without Keyless’ prior express written permission.

This Agreement is effective upon any use of any Product and remains in effect until Your account associated with the Keyless Authenticator™ App is terminated and any Keyless SDK™ is removed from Your device(s). Terms that by their nature extend beyond termination shall survive termination of this Agreement. Failure to comply with any terms herein may result in automatic termination or your license to use the Products. Keyless may terminate Your account with the Keyless Authenticator™ App and/or rescind Your licence to use any Product.

You may terminate this Agreement at any time by deleting Your account with the Keyless Authenticator™ App and removing the Keyless SDK™ from Your device.

1. THE PRODUCTS AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. KEYLESS AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND RELATED SOFTWARE AND ANY THIRD PARTY SOFTWARE OR SERVICES.
2. YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCTS, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH THE PRODUCTS, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCTS AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND WHERE THAT IS IN EFFECT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

1. UNDER NO CIRCUMSTANCES SHALL KEYLESS, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF COPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
2. WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF KEYLESS, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED (i) GBP£25.00 IF NO AMOUNTS HAVE BEEN PAID BY YOU TO KEYLESS OR (ii) THE AMOUNT PAID BY YOU TO KEYLESS IN THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM.
3. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, FROM INABILITY TO USE THE PRODUCTS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR BODILY INJURY OR THE LIMITATIONS ABOVE AND IN THOSE JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

1. You will defend, indemnify, and hold Keyless, Our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable:
   1. Your access to and use of any Product;
   2. violation of this Agreement by You or any person authorised by You; and
   3. infringement of any intellectual property rights or other right of any person or entity by You.
2. Keyless retains the exclusive right to settle, compromise, and pay, without Your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify us and You agree to cooperate with Our defence of these claims. You agree not to settle any matter in which We are named as a defendant and/or for which You have indemnity obligations without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

1. Export Control. You acknowledge that the Products and any related software, technology, technical data, and any derivatives thereof, that Keyless makes available are subject to the export control and sanctions laws and regulations of the United Kingdom and European Union and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (the "Trade Restrictions"). You represent and warrant that You are not:
   1. located in a country or territory that is embargoed by any of the United Kingdom, European Union or United States;
   2. under the control of an entity organised in or a resident of an embargoed country or territory; or
   3. listed on any United Kingdom, European Union or United States government list of persons or entities with which persons of those jurisdictions are prohibited from transacting; or
   4. subject to end destination export control regulations.
   You are solely responsible for complying with Trade Restrictions in Your use of any Product.
2. Entire Agreement. Unless You are using the Keyless SDK™ or a Keyless application under an agreement with a 3rd party, this Agreement (including any associated policies) constitute the entire agreement between You and Keyless respecting the subject matter herein and supersede and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the Products. Keyless’ failure to enforce a provision is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Keyless.
3. Waiver. No rights may be transferred or assigned under this Agreement by You but You acknowledge and agree that Keyless may freely assign its rights and obligations under this Agreement. Any attempted assignment or transfer in violation of the foregoing will be null and void.
4. Notices. Except as otherwise permitted by this Agreement, any notice required or permitted to be given in connection with the Products or this Agreement will be effective only if it is in writing and sent by email to any email address registered with Keyless by You or, in respect of Keyless to info@keyless.io.
5. Force Majeure. Neither You nor Keyless will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, pandemic, notifiable disease, government mandated lockdown, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
6. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
7. Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. The Parties irrevocably agree that any dispute, claim or matter arising out of or in connection with this Agreement, its formation or the legal relationships established by this Agreement including any non-contractual obligations arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit and each of the parties hereby waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.

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