This End User License Agreement (this “Agreement") governs your use of the Dapple Authenticator App (together with any related documentation, updates, and support services, the “Software”) provided to you ("you" or "your") for use in conjunction with the Dapple security services and technology (“Dapple Technology”) licensed to your employer or other person or entity who owns, otherwise lawfully controls, or has authorized the use of the computer or device on which the Software is installed ("Customer") with the Dapple Technology pursuant to and subject to the then-current software license agreement (the "Software License Agreement") between Dapple Security, Inc. ("Dapple") and the Customer. If you download or use the Software as an individual and not in connection with an employer, organization, or other entity that has entered into a Software License Agreement with Dapple, then the provisions herein referring to a Customer or a Software License Agreement do not apply to you; however, all other terms and conditions of this Agreement shall continue to apply in full force and effect.

BY DOWNLOADING THE SOFTWARE YOU: (A) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CUSTOMER TO ACCESS AND USE THE SOFTWARE; AND (B) ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY OR CAPACITY TO ENTER INTO THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.

1. Acknowledgement. If you obtained the Software via a third-party platform or app store (such as Apple Inc.’s App Store, Google LLC’s Play Store, or Microsoft Corporation’s Microsoft Store) (each, as appliable, the “Platform Provider”), you and Dapple acknowledge that this Agreement is solely between you and Dapple, and not with such third party. Dapple, not the Platform Provider, is solely responsible for the Software, the Dapple Technology and the content thereof.
2. License Grant.
   1. Subject to the terms and conditions of this Agreement, Dapple hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Software, solely as installed on the equipment provided by or authorized by Customer for use with the Dapple Technology and solely for Customer's internal business purposes.
   2. Without limiting any obligation you or the Customer may have under this Agreement or the Software License Agreement, your license to use the Software is subject to the terms and usage rules of the Platform Provider through which you obtained the Software. If you obtained the Software through the Apple App Store, the license granted to you under this Agreement is limited to a non-transferable license to use the Software on any Apple-branded products that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions as of the date that accept the terms of this Agreement. You acknowledge that you have had the opportunity to review Apple's Usage Rules and that in the event of any conflict between the Apple Media Services Terms and Conditions of this Agreement, the Apple Media Services Terms and Conditions shall control. The Software may be accessed and used by other accounts associated with you via Apple's Family Sharing or volume purchasing programs, as permitted by Apple.
   3. The foregoing licenses will terminate immediately on the earlier to occur of:
      1. the expiration or earlier termination of the Software License Agreement between Dapple and Customer; or
      2. your ceasing to be authorized by Customer to use the Dapple Technology or Software for any or no reason.
3. Use Restrictions. You shall not, directly or indirectly:
   1. copy, modify, or create derivative works of the Software or Dapple Technology, in whole or in part;
   2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Dapple Technology;
   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software or Dapple Technology, in whole or in part;
   4. remove any proprietary notices from the Software or Dapple Technology;
   5. use the Software or Dapple Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
   6. use the Software or Dapple Technology for the purpose of developing, designing, conceiving or marketing a competitive product or service;
   7. use the Software or Dapple Technology for the purpose of benchmarking or publication of benchmarks or evaluation results regarding the Software or Dapple Technology, in each case, without Dapple’s prior written consent;
   8. interfere with the operation of the Software or Dapple Technology, or circumvent any access restrictions or other security features designed to prevent unauthorized use of the Software or Dapple Technology;
   9. transmit any viruses or other harmful materials to or through the Software or Dapple Technology; or
   10. take any action that risks harm to others or to the security, availability, or integrity of the Software or Dapple Technology.
4. Maintenance and Support. Dapple is solely responsible for providing any maintenance and support services with respect to the Software and Dapple Technology, as specified in the Software License Agreement, or as required under applicable law. Dapple and you acknowledge that the Platform Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Software or Dapple Technology.
5. Collection and Use of Information.
   1. Dapple may, directly or indirectly through the services of others, collect and store information regarding use of the Software, Dapple Technology and about equipment on which the Software is installed or through which it otherwise is accessed and used, in accordance with Dapple’s then-current privacy policy. You hereby consent to Dapple collecting certain personal information from you, including, but not limited to, your email address, IP address, and fingerprint images, for the purpose of improving the performance of the Software and Dapple Technology or developing updates; and verifying compliance with the terms of this Agreement and enforcing Dapple's rights, including all intellectual property rights in and to the Software and Dapple Technology. Your personal information will not be used for any other purposes nor sold to third parties. If at any time in the future you change your mind, you may delete your account to revoke your consent.
   2. To the extent Dapple collects biometric information (such as fingerprint images) through its mobile applications, Dapple does so solely to enable secure on-device processing and authentication. Dapple does not sell, lease, trade, or otherwise disclose biometric data to third parties. Biometric information collected is processed exclusively on your device, is not stored, and is deleted immediately after successful on-device authentication and is never transmitted off the device. Dapple do not retain a copy. Dapple uses industry-standard encryption protocols and device-level security features to protect biometric data during on-device processing. If and to the extent required by applicable law, Dapple provides this notice within the mobile application and obtains your consent prior to the collection and use of any biometric identifiers or biometric information. By using the Software, you acknowledge and consent to the collection and use of your biometric information as described above, solely for the limited purpose for which it was collected.
6. Intellectual Property Rights.
   1. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Dapple and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software and Dapple Technology, subject to the license expressly granted to the Customer in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
   2. Dapple and you acknowledge that, in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Dapple, not Platform Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Liability Disclaimer; Warranty Disclaimer; Product Claims.
   1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DAPPLE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR DAPPLE TECHNOLOGY. YOU ARE PROVIDED THE DAPPLE TECHNOLOGY PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN DAPPLE AND CUSTOMER, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY DAPPLE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR DAPPLE’S OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR DAPPLE TECHNOLOGY SHALL BE SOLELY TO CUSTOMER PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
   2. EXCEPT AS EXPRESSLY SET FORTH IN THE SOFTWARE LICENSE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAPPLE EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ARISING BY CUSTOM OR TRADE USAGE, AND WHETHER RELATING TO COMPATIBILITY, SECURITY, AND/OR FREEDOM FROM VIRUSES, OR ANY OTHER WARRANTY, AND SPECIFICALLY, DAPPLE MAKES NO WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. DAPPLE'S APPLICATIONS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DAPPLE IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS CONTROL. Dapple is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. To the maximum extent permitted by applicable law, the Platform Provider will have no other warranty obligation whatsoever with respect to the Software or Dapple Technology, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Dapple’s sole responsibility. If you obtained the Software through the Apple App Store, in the event of any failure of the Software to conform to any applicable warranty, the Customer or its representative may notify Apple, and Apple will refund the purchase price for the Software to the Customer.
   3. The Software and Dapple Technology are not designed, manufactured or intended for use in any environment in which the failure of the Software or Dapple Technology could lead to death, personal injury, or severe physical or environmental damage, such as in the design or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems or in the on-line control of equipment in any hazardous environment requiring fail-safe performance (“Ultrahazardous Activities”). Dapple, its licensors and suppliers specifically disclaim any express or implied warranty of fitness for Ultrahazardous Activities. You represent and warrant to Dapple that you will not use the Software or Dapple Technology for such purposes.
   4. Dapple and you acknowledge that Dapple, not Platform Provider, is responsible for addressing any claims of you, the Customer, or any third party relating to the Software and Dapple Technology or your possession and/or use of the Software or Dapple Technology, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Software’s use of the HealthKit and HomeKit frameworks; provided, however, that for clarity, the Software does not currently use the HealthKit or HomeKit frameworks.
8. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
9. Dapple Name and AddressIf you have any questions, complaints, or claims regarding the Software, you may contact Dapple at: Dapple Security, Inc., 6563 East Costilla Place, Centennial, Colorado 80112, USA; Phone: (720) 335-5078
10. E-mail: [email protected].
11. Third Party Terms of Agreement. When using the Software, you must also comply with any terms and conditions imposed by third parties that apply to your device, operating system, or app store. For example, this may include the terms of service from the applicable Platform Provider.
12. Third Party Beneficiary. Dapple and you acknowledge and agree that the Platform Provider, and the Platform Provider’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, such Platform Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
13. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
14. Governing Law; Notice.This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to the conflicts of laws provisions thereof.  Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in New York, and both Parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.  Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein or at such other address designated by written notice.