Octet Browser SDK License Agreement.

The "Software" is comprised of the Octet browser software development kit (including the components Octet provides to you, APIs and sample code) provided to you in source and/or object code format that is designed to enable you to utilize the Octet country-of-origin verification service. For a given browser session, the service returns a coarse country-level verdict (a "Verdict"). Octet may also provide technical documentation to you in relation to the Software (the "Documentation"). In addition, "Distributable Components" means any sample code included in the Software ("Sample Code") and any modifications you make thereto ("Modified Sample Code"). "Models" means the signal, classification, or other reference models, including any machine-learned models, used by Octet to generate or process Verdicts.

In order to access and use the Software and Documentation, you must follow the registration and/or credentialing requirements established by Octet. Octet will issue you access credentials, which as of the date of this Agreement consist of a license key and a partner key used by your backend to read Verdicts. You are responsible for keeping all such credentials confidential and for all activity occurring under them. Where applicable, you will pay the fees as set forth in 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; deploy and operate the Software, and 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, attempt to discover, reconstruct, or derive the signals weighed or the reasoning used to produce a Verdict, 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 3. 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.

The Software returns a coarse, probabilistic country-level Verdict that may be inaccurate, delayed, or unavailable. The Software is not designed, intended, or authorized for use in any application where failure, inaccuracy, or unavailability of a Verdict could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, including without limitation: (a) aviation, aerospace, or air traffic control systems; (b) autonomous vehicle navigation or control; (c) life support, surgical, or other medical devices; (d) nuclear facilities; (e) weapons systems or military targeting; or (f) any other application in which a Verdict is used as a primary or sole source of location, positioning, or timing data for safety-critical decisions (collectively, "High-Risk Use"). You will not use the Software for any High-Risk Use, and you will include in the end user terms for Your Applications a prohibition on High-Risk Use by your end users substantially equivalent to this Section. You assume all risk of, and will defend, indemnify and hold Octet harmless from and against, any claims arising from or relating to any High-Risk Use of the Software, whether or not such use was authorized under this Agreement.

You acknowledge that a Verdict is a single, probabilistic input and not a compliance, legal, eligibility, or risk determination. Where you use the Software in connection with sanctions screening, anti-money-laundering, know-your-customer, geographic restriction, or any other regulatory or compliance program, you are solely responsible for the design and operation of that program and for every decision made within it, including any decision to permit, restrict, or deny access to any person. You will not rely on a Verdict as the sole or determinative basis for any such decision, and you will apply your own controls, thresholds, and human judgment as appropriate to your legal and regulatory obligations. Octet does not provide compliance, legal, or regulatory advice, does not warrant that the Software satisfies any compliance obligation applicable to you, and has no responsibility for your compliance program or for any consequence of a decision you make. You assume all risk of, and will defend, indemnify and hold Octet harmless from and against, any claims arising from or relating to your compliance, screening, or access decisions or the operation of any program described in this Section.

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), Verdicts, 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.

If Octet provides you with any updates, upgrades, patches, enhancements or fixes for the Software or Documentation that it makes generally available free of charge in connection with the Software, then the items that are provided will become part of the Software or Documentation, as applicable, and subject to this Agreement.

You shall, at your own expense, be solely responsible for providing technical support and training to your customers for Your Applications, and Octet shall have no obligation with respect thereto. You shall be solely responsible for, and Octet shall have no obligation to honor, any warranties that you provide to your customers or to end users with respect to the Software, Your Applications, Models or Open Source Components.

You agree that Octet shall have no liability whatsoever for any use you make of the Software, Your Applications, Verdicts, Models or Open Source Components, including in relation to any warranties you provide with respect thereto. You hereby agree to indemnify, defend and hold harmless Octet and its affiliates, and each of their directors, officers, employees and agents, from any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Your Applications or any product or service into which the Software is incorporated; (b) your use, distribution or other exploitation of the Software or Open Source Components; (c) your breach of this Agreement, including without limitation Section 4 (Restrictions), Section 4A (High-Risk Use), and Section 4B (Compliance Decisions); (d) any High-Risk Use of the Software, whether or not authorized; (e) your violation of any law or regulation, including without limitation export control, sanctions, anti-corruption, and data protection or privacy laws (including GDPR, CCPA, BIPA, and any analogous law); (f) any claim by your end users or any third party arising from data collected, processed, or transmitted by Your Applications; and (g) any combination of the Software with hardware, software, services, or data not provided by Octet.

You are solely responsible for: (a) all data collected, processed, transmitted, or stored by Your Applications, including any device key, IP address, browser attribute, or other personal data of your end users ("End User Data"); (b) providing all notices to and obtaining all consents from your end users, and establishing any legal basis, required under applicable law for the collection, processing, and transmission of End User Data, and for Octet's retention and use of the signals and IP address transmitted to it as described in this Section; (c) maintaining a privacy policy that accurately describes the data practices of Your Applications, including any persistence by you of the opaque device key returned with a Verdict and the fact that browser signals and the IP address associated with a session are transmitted to Octet, retained by Octet, and used by Octet to provide and to improve its services; and (d) complying with all applicable data protection and privacy laws, including without limitation the EU General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act / California Privacy Rights Act ("CCPA"), the Illinois Biometric Information Privacy Act ("BIPA"), and any analogous law. As between you and Octet, you are the controller (or equivalent) of all End User Data. To provide a Verdict, Octet receives the browser signals and the IP address transmitted in connection with a given session; Octet retains those signals and uses them to provide and to improve its services, including the models used to generate Verdicts. Octet does not combine this data across sessions, sites, or partners into a longitudinal profile of any individual or device, and does not receive from you names, account identifiers, or other direct identity data. With respect to the data Octet receives and retains under this Section, you and Octet each act as an independent controller and not as joint controllers or as processor and controller, and each party is responsible for its own compliance with applicable privacy laws with respect to its own processing activities. Where an end user exercises a right of erasure or deletion under applicable law, each party will give effect to that right with respect to data within its own control; you acknowledge that signals incorporated into aggregate datasets or trained models from which an individual contribution cannot reasonably be isolated may persist. You represent and warrant, with respect to all End User Data transmitted to Octet, that you have provided all notices and disclosures and have established all consents or other legal bases required under applicable law for that transmission and for Octet's retention and use of the transmitted signals and IP address to provide and to improve its services. Octet relies on this representation and is entitled to assume that the required notices, disclosures, and legal bases are in place for any End User Data you transmit; Octet has no obligation to verify your compliance and no relationship with your end users through which to provide notice to them. Octet does not warrant that the Software is, by itself, compliant with any specific privacy law, and your use of the Software in a manner that complies with such laws is your sole responsibility.

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, Section 4A, or Section 4B. Upon termination, you must cease operating the Software and 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 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 be amended by Octet from time to time. Octet will provide notice of material amendments by posting the updated Agreement at the URL designated by Octet and updating the version identifier. Your continued use of the Software thirty (30) days after such notice constitutes your acceptance of the amended Agreement. If you do not agree to an amendment, your sole remedy is to cease use of the Software and terminate this Agreement under Section 11. Any waiver of any provision of this Agreement must be in a writing signed by an authorized representative of the waiving party. 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".