VeriFinger 2025.1, VeriLook 2025.1, VeriEye 2025.1, VeriSpeak 2025.1, MegaMatcher 2025.1 SDK License Agreement

IMPORTANT - Read this License Agreement Carefully

By buying VeriFinger 2025.1, VeriLook 2025.1, VeriEye 2025.1, VeriSpeak 2025.1, MegaMatcher 2025.1 Standard or Extended or Automated Biometric Identification System Starting Kit SDK you indicate your acceptance of this License Agreement.

Definitions and Interpretations

In this Agreement, unless the context otherwise requires:

The following License terms govern your use of the SDK unless you have concluded the separate agreement with Neurotechnology. By installing, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, you may not install, copy or otherwise use the SDK.

SDK Product License

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SDK. The SDK is licensed, not sold.

1. Grant of License. Description of other Rights and Limitations

1.1. Use of the SDK or the SDK components.
Neurotechnology grants you a personal, non-exclusive license to use the SDK for the purpose of designing, developing, testing and distributing the Licensee Products. The SDK or the SDK components may only be used for a purpose or in a manner for which the SDK was designed. Installation, adaptation, redistribution in any other manner than prescribed in this Agreement is forbidden and concludes the breach of this Agreement provisions. Any use of SDK or the SDK components must comply with the applicable laws. Also any use of the SDK or the SDK components is determined by the conditions of acceptable use.
1.1.1. Licensee shall not, and shall not attempt to:
interfere with, modify or disable any features, functionality or security controls of the SDK; defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the SDK; reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form from the SDK; modify or make derivative works of the SDK except as expressly permitted by this agreement; use the SDK with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the SDK, would require Neurotechnology or any other person or entity to disclose, license, distribute or otherwise make all or any part of the SDK available to anyone; use the SDK in any manner that does or could potentially damage, disable, overburden, impair, undermine, abuse, interfere with or disrupt the security or performance of the SDK or any servers or networks connected to the SDK or Neurotechnology security systems or that could or does introduce malicious software into the foregoing; remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in the SDK; and/or copy the SDK or any portion thereof except as expressly permitted herein; remove, minimize, block or modify any notices of Neurotechnology in the software; or share, publish, rent or lease the software, provide the software as a stand-alone offering for others to use, or transfer the software or this agreement to any third party.
1.1.2. You may not use SDK to:
Engage in regulated activity without complying with applicable regulations. Promote or engage in any illegal activity, including the exploitation or harm of children and the development or distribution of illegal substances, goods, or services. Use subliminal, manipulative, or deceptive techniques that distort a person's behavior so that they are unable to make informed decisions in a way that is likely to cause harm. Exploit any vulnerabilities related to age, disability, or socio-economic circumstances. Create or expand facial recognition databases without consent required by applicable laws. Conduct real-time remote biometric identification in public spaces for law enforcement purposes in violation of applicable laws. Evaluate or classify individuals based on their social behavior or personal traits (including social scoring or predictive profiling) leading to detrimental or unfavorable treatment in violation of applicable laws. Assess or predict the risk of an individual committing a criminal offense based solely on their personal traits or on profiling, to generate content for dissemination in electoral campaigns or content that encourages violence, terrorism or other serious harm, Infer an individual's emotions in the workplace and educational settings, Categorize individuals based on their biometric data to deduce or infer sensitive attributes such as their race, political opinions, religious beliefs, or sexual orientation, to harm others—for example, develop or use weapons, injure others or destroy property, or engage in unauthorized activities that violate the security of any service or system, defraud, scam, spam, mislead, bully, harass, defame, discriminate based on protected attributes, sexualize children, or promote violence, hatred or the suffering of others.

1.2. Installation
You may install the SDK on a hard disk or other storage device; install and use the SDK on a file server for use on a network for the purposes of:

1.3. Reproduction and redistribution
You may reproduce and redistribute the Licensee Products only in object code form and only when incorporated into your software products provided to the End Users, as many times as you have obtained components' installation licenses. You may not include the SDK as part of development tool or software development kit.

1.4. Protection of intellectual rights
In order to protect Neurotechnology's intellectual property rights in the SDK, you must reproduce on each copy of Licensee Product a copyright notice that clearly states:
"Copyright _ [Licensee Name]. Portions Copyright 1998-2025 Neurotechnology. All Rights Reserved."
and you must distribute your product pursuant to a valid agreement that is at least as protective of Neurotechnology's rights in the SDK as this License Agreement.

1.5. Restrictions.

1.5.1. Limitations on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SDK. You must forbid your End Users to reverse engineer, decompile or disassemble any part of the SDK. If you learn of any misuse of the SDK, you shall notify Neurotechnology immediately.

1.5.2. Rental.
You may not lease or rent the SDK.

1.5.3. Proprietary notices.
You may not remove any proprietary notices on the SDK.

1.5.4 Transfer of rights.
Permanent or temporal transfer of all or any of your rights acquired due to this Agreement is forbidden without Neurotechnology consent.

1.5.5 Export control.
You will not export or re-export SDK without appropriate licenses, in case the law requires such licenses.

Nothing in this agreement may or shall be interpreted as allowing to facilitate any activities or business of or with any Sanctioned Parties, or in Sanctioned Activity or any other manner that will result in any violation of Sanctions.

1.6. Updates and upgrades.
Neurotechnology provides complimentary updates within 2025 major version. Upgrades from version 13 to version 2025, and from version 2025 to the subsequent major version, will be available at no additional cost. All other version upgrades are subject to applicable fees. For pricing details or to obtain a quotation, Licensee may contact Neurotechnology directly.

2. Ownership

The SDK is owned and copyrighted by Neurotechnology. Your license confers no title to, or ownership in the SDK and is not sale of any rights of the SDK. No one provision of this Agreement should not be construed as an expression to assign or sell any copyrights or any other intellectual property rights to the SDK from Neurotechnology to you.

3. Copyright

All title and copyrights in and to the SDK, and accompanying printed materials are owned by Neurotechnology. Copyright laws and International treaty provisions protect the SDK. You may not use or copy the SDK or any accompanying written materials for any purposes other than what is described in this Agreement. The SDK is Copyright © 1998-2025 Neurotechnology. All rights reserved. The SDK remains the sole and exclusive property of Neurotechnology at all times.

4. Technical Support

Neurotechnology agrees to provide technical support via Internet, using E-mail address provided on: https://www.neurotechnology.com.

5. Disclaimer of Warranty

Neurotechnology declares that the SDK conforms to its published specifications and is delivered to you free from any defects. However the SDK is provided on an "AS IS" basis, and Neurotechnology shall in no event warrant the performance or results you may obtain by using the SDK. Neurotechnology declares that the SDK have no bugs or other non-conformances. However if you find any defects in the SDK, Neurotechnology's liability is limited to replacement of the SDK, which will be fulfilled within the duration of 30 (thirty) days from the moment of information about such defects of the SDK. Neurotechnology also does not represent or warrant that (a) any output of Licencee products does not incorporate or reflect third-party content or materials or (b) any output of Licencee products will not infringe third-party intellectual property rights. For the sake of clarity, outputs of Licencee products are not and cannot be tested, verified, endorsed or guaranteed to be accurate, complete or current by Neurotechnology. Licensee and end users should independently review and verify all outputs as to appropriateness for any or all use cases or applications. Neurotechnology does not provide any indemnities with respect to outputs of Licencee products.

Neurotechnology may monitor, limit or suspend usage of SDK if Neurotechnology believes SDK usage may bypass or circumvent any rate limits, negatively affect the security, operability or integrity of any Neurotechnology product, violate this agreement.

This disclaimer of warranty constitutes an essential part of the agreement.

6. Exclusion of Liability/Damages

The following is without prejudice to any rights you may have at law, which cannot legally be excluded or restricted. You acknowledge that no promise, representation, warranty or undertaking has been made or given by Neurotechnology (or any of its directors, officers, employees, affiliates or owners) to any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the SDK or other materials.

You have relied upon your own skill and judgment in deciding to acquire the SDK and any accompanying manuals and other materials for use by you. Except as and to the extent provided in this agreement, neither Neurotechnology nor any of its directors, officers, employees, affiliates or owners will in any circumstances be liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect, incidental, special or consequential loss) arising out of the use, or inability to use, or supply or non-supply, of the SDK and any accompanying written materials regardless of the basis of the claim and even if Neurotechnology, or an authorized Neurotechnology's representative has been advised of the possibility of such damages.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

Licensee is solely responsible for displaying and/or obtaining appropriate consents, warnings, disclaimers, and acknowledgments to End Users in relation of the Licensee products.

Licensee are solely responsible for any Sanctioned Activity or whether any activity with Licensee products will be considered as Sanctioned Activity and Licensee must assess this evaluation in advance.

Neurotechnology's total liability under any provision of this agreement is in any case limited to the amount actually paid by you for the SDK.

7. Term

This Agreement will become effective upon your acceptance and continue in effect unless you cease to use the SDK. You may terminate this License Agreement at any time. In addition, without prejudice to any other rights, this Agreement and the license granted hereunder will terminate automatically if you fail to comply with the terms and conditions described herein. You agree that, upon such termination, you will destroy or permanently erase all copies of the SDK, and that you will immediately cease any distribution of Licensee Products.

8. Entire Agreement

This License Agreement is the entire agreement between you and Neurotechnology relative to the SDK, and supersedes all prior statements, proposals or agreements relative to its subject matter, written or oral. This Agreement may only be modified in writing signed by an authorized representative of Neurotechnology.

9. Applicable Law and Severability

This License shall be governed by the laws of the Republic of Lithuania without regard to the provisions regarding conflicts of law. You agree that this License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You irrevocably submit to the jurisdiction of the state courts sitting in Vilnius, Lithuania, and any action or proceeding arising out of this License will be heard and determined in such court.

If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, such provision will be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remainder of this License will continue in full force and effect.

10. Trademarks

VeriFinger, VeriLook, VeriEye, VeriSpeak, MegaMatcher, MegaMatcher Accelerator are trademarks of Neurotechnology.

11. Government Agreements

The SDK is developed exclusively at private expense and is identified as "commercial computer software and documentation" and thus, Licensee's Products shall be licensed to any of Government of any State or jurisdiction under the terms of license agreement containing the minimum terms as set forth in this agreement.