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The "Software" is comprised of the Octet software development kit (including wrapper software, APIs and sample code) provided to you in source and/or object code format that is designed to enable you to utilize the Octet location verification service. Octet may also provide technical documentation to you in relation to the Software (the "Documentation"). In addition, "Distributable Components" means (a) any sample code included in the Software ("Sample Code") and any modifications you make thereto ("Modified Sample Code").

In order to access and use the Software and Documentation, you must follow the registration and/or credentialing requirements established by Octet for access and use to the Software and Documentation, and pay the fees as set forth the Octet Pricing List. You will pay invoices within thirty (30) days from the date of the invoice. All payment obligations are non-cancelable and all amounts paid are non-refundable. The fees are exclusive of taxes, levies, or duties imposed by taxing authorities, if any, and you will be responsible for payment of all such taxes, levies, or duties, excluding taxes based on Octet's income. You represent and warrant that the billing and contact information provided to Octet is complete and accurate, and Octet will have no responsibility for any invoices that are not received due to inaccurate or missing information provided by you. You will pay interest on all payments past due at the rate of 1.5% or the maximum rate allowed by law, whichever is less. Octet may terminate this Agreement and revoke your license if your non-payment has not been cured within thirty (30) days of Octet's written notice of non-payment. You will remain responsible for your payment obligation regardless of any termination for non-payment.

The Software and Documentation are licensed and not sold. Subject to your compliance with this Agreement, Octet hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, license to: use the Sample Code and create Modified Sample Code solely to internally evaluate and integrate your applications ("Your Applications") with the Software; distribute the Distributable Components (in object code format only) solely as integrated in Your Applications for internal use by end users of Your Applications; and use the Documentation internally solely in order to develop and support Your Applications that interoperate with the Software.

You acknowledge that any components provided with the Software that are licensed under an open source software license ("Open Source Components") are not part of the Software licensed hereunder and are subject to and governed solely by the terms of the applicable license(s) or other terms and conditions for those components, and not by this Agreement.

Except as otherwise expressly authorized herein, you will not directly or indirectly: use, disclose, modify, sublicense, sell, assign, distribute or otherwise exploit in any manner the Software or Documentation (or any modifications or derivative works thereof), including that you will not directly or indirectly use the Software or Documentation (or any modifications or derivative works thereof) to create or facilitate the creation of, or otherwise incorporate any portion of the Software or Documentation in, any product or service that is competitive with any Octet products or services, use the Software to perform comparisons or other "benchmarking" activities, remove any proprietary notices or branding from the Software or Documentation and/or use in violation of any applicable laws or regulations or otherwise outside of the scope of the license granted in Section 2.  You will protect the confidentiality of the Software and Documentation using those measures that you use to protect your most sensitive software and information (which must be at least reasonable measures) and will provide copies of the Software and Documentation only to your employees who have a need-to-know for the purposes of developing and supporting Your Applications.  You will immediately notify us of any unauthorized use, access to or disclosure of the Software or Documentation of which you become aware.

You must not modify, distribute or convey the Software so that the Software or any application to which it links, or of which it is a part, becomes subject to an Excluded License. An "Excluded License" is one that requires, as a condition of license, use, modification, distribution or conveyance, that the code be disclosed or distributed in source code form, others have the right to modify or create derivative works of it and/or it becomes redistributable at no charge.

As between you and Octet, all right, title and interest in and to the Software, Modified Sample Code (which will be deemed part of the Software for purposes hereof) and Documentation, including portions thereof (collectively, "Octet IP"), shall be and remain with Octet. To the extent you obtain any right, title or interest in or to any Octet IP, you hereby assign all right, title and interest in and to such Octet IP to Octet, and you hereby waive any moral or similar rights in such Octet IP, to the maximum extent permitted by applicable law. You understand that Octet may modify or discontinue offering the Software at any time without notice. The Software and Documentation is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement gives you a right to use any of Octet's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Octet does not grant any and reserves all rights not expressly and unambiguously granted herein.

You agree that Octet shall have no liability whatsoever for any use you make of the Software, Your Applications, Models or Open Source Components, including in relation to any warranties you provide with respect thereto. You hereby agree to indemnify and hold harmless Octet and its affiliates, and each of their directors, officers, employees and agents, from any and all damages, liabilities, losses, costs, and expenses (including attorneys' fees) resulting from third party claims arising from Your Applications or your use, distribution or other exploitation of the Software, Your Applications, or Open Source Components.

OCTET PROVIDES THE SOFTWARE, DOCUMENTATION, MODELS AND OPEN SOURCE COMPONENTS "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND AND HEREBY DISCLAIMS, FOR ITSELF AND ITS LICENSORS AND SUPPLIERS, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING BUT NOT LIMITED TO REGULATORY COMPLIANCE), PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT The output OF THE SOFTWARE ("Output") may be unexpected, inaccurate, offensive or unsuitable for your or your customers' intended purpose. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

NOTWITHSTANDING ANYTHING ELSE, UNDER NO CIRCUMSTANCES SHALL OCTET OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS, INTERRUPTION OF BUSINESS, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER DAMAGES IN EXCESS OF THE GREATER OF THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE AND ONE HUNDRED DOLLARS (US $100), EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AND OCTET EACH RECOGNIZE AND AGREE THAT THE DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES FOR THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

This Agreement will be in effect for so long as you are using the Software. You may terminate this Agreement and the license granted herein at any time. In addition to all other available remedies, Octet may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement, provided that this Agreement and the license granted herein will immediately terminate upon your breach of Section 4. Upon termination, you must destroy or remove from all hard drives, networks, and storage media, all copies and extracts of the Software and Documentation. All remedies for breach, and Sections 4 through 14 (but not 6.1), shall survive any termination of this Agreement. YOU ACKNOWLEDGE THAT TERMINATION OF YOUR RIGHTS TO THE SOFTWARE MAY CAUSE YOUR APPLICATION(S) TO NOT OPERATE PROPERLY, AND OCTET WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER AS A RESULT THEREOF.

You shall comply with all laws, rules and regulations of the Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control ("OFAC"), and other United States or foreign agency or authority, and not export, or allow the export or re-export of the Software or Documentation in violation of any such restrictions, laws or regulations. By downloading or using the Software or Documentation or exercising any of the rights granted in this Agreement, you are agreeing to the foregoing and representing and warranting that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed good or services or similar restrictions, and you are not identified as a "Specially Designated National" by OFAC, you are not placed on the U.S. Commerce Department's Denied Persons List or any similar lists, and you will not access or use the Software or Documentation if any applicable laws in your country prohibit you from doing so in accordance with this Agreement or limit the terms of this Agreement.

All Software is deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, transfer or disclosure of the Software by any agency, department or other entity of any government, shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein or in a writing signed by an authorized signatory on behalf of Octet. No other rights are granted.

This Agreement contains the complete agreement between you and Octet regarding the Software and Documentation and supersedes all prior agreements and representations between you and Octet regarding the Software and Documentation. This Agreement may only be amended and any provision may only be waived by a writing executed by both parties. You agree to promptly provide Octet with all information and documentation that Octet requests to verify your compliance with this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, it shall be reformed to the limited extent necessary to make it enforceable. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of laws provisions. The courts located in the County of Santa Clara, California, will have exclusive jurisdiction and venue under this Agreement. You may not assign or transfer any part of this Agreement to any third party. Octet may assign and transfer this Agreement without consent to an affiliate or successor to all or substantially all of its business or assets to which this Agreement relates. Any breach of this Agreement by you would cause irreparable injury to Octet for which no adequate remedy at law exists, and you agree that equitable remedies, including injunctive relief and specific performance, are appropriate remedies to redress any such breach or threatened breach, in addition to all other remedies available. As used herein, "including" means "including without limitation".