This Developer Agreement (the “Agreement”) is between Aware, Inc., a Massachusetts corporation with an address at 76 Blanchard Road, Burlington, MA 01803 (“Aware”) and the “Customer” accessing, using and/or downloading content from Aware’s Developer Hub (“Customer” or “you”). This Agreement is effective upon the date of the Customer’s first download from Aware’s Developer Hub (the “Effective Date”). This Agreement is a legally binding contract between you and Aware. If you do not agree with the terms contained within this Agreement, do not access, download and/or use Aware’s Developer Hub.  

1. Definitions. 

The following terms shall have the following meanings when used in this Agreement: 

  • 1.1. “Authorized User” means Customer’s employees, consultants or contractors who are authorized by Customer to use the Services or Licensed Software on Customer’s behalf. 
  • 1.2 “Biometric Services” means a combination of software elements that comprise an information technology system and which may include biometric liveness check and verification/identification, face, fingerprint, voice and iris analysis, and document authentication provided to Customer during the Trial Period, as defined below. 
  • 1.3. “Confidential Information” means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary, including but not limited to computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists, and in all instances, the source code of the Services will be deemed to be Aware’s Confidential Information and all Customer Data will be deemed to be Customer’s Confidential Information, regardless of whether it is marked as such. 
  • 1.4 “Customer Data” means any non-publicly available data, including biometric and biographic data, transmitted to or from, or stored on, the Biometric Services allocated for Customer’s use hereunder during the Trial Period.  
  • 1.5. “Documentation” means the end user manuals, guides, online help files and other supporting materials that Aware generally makes available to its customers with the Software or Services. 
  • 1.6. “Feedback” means any comments, feedback, potential errors and improvements, reports, or ideas about the Services or other Aware offerings that Customer may provide to Aware during the Trial Period. 
  • 1.7. “Licensed Software” means the software to which the Customer is granted a temporary license to use during the Trial Period. 
  • 1.8. “Services” means the Biometric Services and other professional services provided by Aware to Customer during the Trial Period, as defined below. 
  • 1.9. “Trial Period” means the earlier of twelve months following the Effective Date or the communicated termination date.                                                                     

2. Rights Granted. 

2.1 If evaluating Biometric Services: 

Subject to the terms and conditions of this Agreement, Aware hereby grants to Customer a non-exclusive, non-transferable, non-sublicenseable, limited, right for its Authorized Users to access and use the Services during the Trial Period solely for Customer’s internal evaluation purposes. The Customer may not utilize the Services for competitive or production purposes during the Trial Period.  

The Customer does not acquire any license to use the Services to which Aware provides access as part of the Services in excess of the scope and/or duration of the Services as defined in this Agreement. Upon termination of this Agreement, the Customer’s right to access or use the Services shall terminate.  

2.2 If evaluating Licensed Software: 

Subject to the terms and conditions of this Agreement, Aware hereby grants to Customer a personal, worldwide, non-exclusive non-transferable license to use the Licensed Software and related documentation identified below (the “Software”) for evaluation purposes only.  Customer acknowledges that the license granted to it by Aware to use the Licensed Software for evaluation purposes is a temporary license.  At the conclusion of the Trial Period defined in 1.9, Customer may elect to continue the right to use and operate the Licensed Software subject to terms and conditions to be agreed to by Aware and Customer.  Customer agrees to not (a) rent, lease, sublicense, distribute, transfer, modify, encumber, time-share, disclose or make copies or derivative works of the Licensed Software; or (b) decompile, disassemble, or reverse engineer the Licensed Software or use similar means to discover the source code or the trade secrets embodied in the Licensed Software.  Because unauthorized use, copying or transferring of the Licensed Software may diminish substantially the value of such materials and may irrevocably harm Aware and its licensors, if Customer breaches the provisions of this paragraph, Aware will be entitled to injunctive and/or equitable relief, in addition to any and all other remedies afforded by law to the extent that such claim, loss, damage or demands are caused by Customer. 

3. Data Privacy and Security. 

3.1 Customer Data. For the purposes of this Agreement, no Customer data will be transferred to or from the Biometric Services. 

3.2. Data Privacy. Aware’s data privacy and security responsibilities under this Agreement shall be governed by Aware’s Data Security and Data Privacy Policy, as may be updated from time to time:  

3.3. Data Processing Agreement. By accessing Aware’s Developer Hub, you agree to be bound by and become a party to Aware’s Data Processing Agreement, as applicable and as may be updated from time to time:   

4. Services. 

Customer is responsible for accessing and evaluating the Services, and Aware is under no obligation to provide any additional services under this Agreement unless the parties otherwise mutually agree. If Aware and Customer mutually agree upon additional services to be performed by Aware during the Trial Period, Aware retains all right, title and interest in and to anything it uses, develops or delivers in connection with performing such Services, including, among other things, software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how (collectively, “Aware Retained Property”). Aware grants to Customer a non-exclusive, non-transferable, royalty-free, limited-term right to use for Customer and its Authorized Users to use the Aware Retained Property during the Trial Period solely in conjunction with Customer’s use of the Services. 

5. IP Ownership. 

Except for the limited rights expressly granted pursuant to this Agreement, Aware and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services and all Aware Retained Property (collectively, “Aware IP”). Customer and its Authorized Users shall not, and shall not allow or authorize any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Aware IP; (b) sublicense, lease, rent, loan, or otherwise transfer the Aware IP to any third party, (c) use the Aware IP in any service bureau or time-sharing arrangement, (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Aware IP, in whole or in part; (e) hack or modify any license key, or try to avoid or change any license registration process Aware may implement; or (f) otherwise use or copy the Aware IP in violation of this Agreement or the Documentation. 

6. Term. 

Unless otherwise terminated in accordance with this section, this Agreement will commence on the Effective Date and will automatically terminate upon expiration of the Trial Period. Either party may immediately terminate this Agreement with written notice if the other party materially breaches this Agreement. In addition, Customer may terminate this Agreement without cause with written notice to Aware. Unless otherwise agreed by the parties, upon the expiration or termination of the Trial Period: (a) all rights granted herein will automatically terminate, unless otherwise specified, (b) Aware will cease providing the Services, and (c) Customer will discontinue all use of the Services, the Licensed Software and any Aware IP, and will return (or at Aware’s written direction, destroy) all of the foregoing within five (5) business days. Sections 1, 3, 4, 5, 6, 7, 8 and 9 will survive any termination or expiration of this Agreement. 

7. Confidentiality; Feedback. 

7.1. Confidential Information. Except as otherwise permitted under this Agreement, neither party will use the other party’s Confidential Information, except as necessary to carry out its obligations under this Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a commercially reasonable degree of care. Each party agrees to take commercially reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, subcontractors, consultants, and legal and financial advisors with a need to know such information and who are parties to appropriate agreements, or otherwise bound by confidentiality obligations, sufficient to comply with this Section 7 (collectively, “Representatives”). Each party will be responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice and assistance to the other party to enable it to contest such order or requirement or seek confidential treatment for such disclosure.  

7.2. Exceptions. The restrictions set forth in this Section 7 will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other party’s Confidential Information.  

7.3. Termination. Upon the termination or expiration of this Agreement, the receiving party shall, at the disclosing party’s option and request, promptly destroy all Confidential Information, including all copies thereof in whatever medium, in its possession or control, provided that the receiving party may retain (a) any copies of such materials required to be retained to comply with applicable laws or regulatory requirements and (b) any copies of such materials contained in computer files maintained pursuant to the receiving party’s customary archiving or back-up procedures.  

7.4. Enforcement. The receiving party acknowledges that use or disclosure of any Confidential Information by it in breach of this Section 7 will give rise to irreparable injury to the disclosing party, not adequately compensated by damages, and as such, the disclosing party will be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other legal remedies which may be available.  

7.5. Feedback. During the course of this Agreement, Customer may provide Feedback to Aware, and Customer hereby assigns and agrees to assign to Aware all right, title, and interest in and to the Feedback. All Feedback is provided “as-is” without any warranties of any kind, express or implied. 

8. No Warranties; Limitation of Liability. 


9. Miscellaneous. 

9.1. Export Compliance. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining United States government export licenses to export or re-export as may be required. By accessing Aware’s Developer Hub the Customer represents and warrants that: (a) you are not on the U.S.’ Specially Designated Persons (“SDN”) list and are not located in or a national resident of any country on the U.S.’ Sanctions Programs and country list; and (b) you will not conduct transactions with countries, persons or entities on OFAC’s SDN lists in violation of applicable U.S. laws. 

9.2. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without reference to conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts located within the County of Suffolk, Massachusetts to resolve any legal matter arising from this Agreement.  

9.3. Assignment. Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Aware.  

9.4. Entire Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof.  

9.5. Waiver and Amendments. Waivers and amendments of any provision of this Agreement shall be effective only if signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  

9.6. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.  

9.7. Notice and Delivery. Notices must be sent by first-class mail, overnight courier, or prepaid post, to the address set forth in this Agreement, and will be deemed delivered three (3) business days after mailing, or upon confirmed delivery. This Agreement may be delivered by electronic transmission, and electronic signatures shall be binding as originals. 

9.8. Electronic Notices; Emails. By using and accessing Aware’s Developer Hub, the Customer understands and agrees that Aware may send (including via email) information regarding the Services, such as: (a) notices about your use of the Service and/or Licensed Software, including use violations; (b) updates to the Service and/or Licensed Software and new features, functionalities, services, or products; (c) promotional information regarding Aware products and services; and (d) Proof of Entitlements. You may unsubscribe from promotional information by following the instructions in the notices. If you don’t consent to receive notices (other than promotional information) electronically, you must stop using the Service and/or Licensed Software and this Agreement shall terminate.