Exhibit A
to Software License Agreement between BSI and Licensee
General Terms and Conditions

1. Use - The license and license fees defined above in this Agreement authorizes Licensee to the private use of one copy of the Software and Documentation. Licensee agrees to limit the use and distribution of this Software and Documentation to authorized employees within its organization or designated end users and does not extend to subsidiaries, affiliates, vendors, customers or other parties not employed by licensee.

2. Assignment - The rights under this Agreement may not be transferred, assigned, encumbered, sublicensed, or pledged under this Agreement in full or in part by Licensee or by operation of law without BSl's prior written consent, which consent may not be unreasonably withheld, and on such terms and conditions as BSI may require which may include payment of additional license fees. Any attempted transfer, assignment, encumbrance, or pledge shall be null and void and shall have the effect of immediately terminating this Agreement. Notwithstanding the foregoing, Licensee may assign or transfer its rights under this Agreement to its affiliates, subsidiaries or successors by obtaining written approval from BSI.

3. Corrections - BSI will promptly correct errors found in the Software at no additional charge, provided that the Software in which the errors exist has not been modified.

4. No Reverse Compilation - Licensee cannot modify, translate, disassemble, decompile, or create derivative works of the Software or any copy in whole or in part.

5. No Other Rights - Except as stated herein, this Agreement does not grant Licensee any rights to patents, copyrights, trade secrets, trade names, trademarks, (whether registered or unregistered), or any other rights, franchises with respect to the Software or Documentation.

 

6. Term and Termination -

1. Term: This Agreement is effective for three (3) years from the Effective date, that renews automatically yearly unless notified otherwise in writing three (3) months in advance of the renewal effective date. If no proper notification is given, client is responsible for paying late notification of three (3) months licensees and services.
 

2. Termination: BSI can terminate this License immediately (i) in the event Licensee breaches any provision of this Agreement which is not cured within five (5) business days of Licensee's receipt of written notice thereof; (ii) in the event Licensee becomes insolvent or files for bankruptcy protection; (iii) in the event of a breach of any confidentiality obligations imposed by this Agreement. The termination of this Agreement shall in no case relieve either party from its obligation to pay to the other any sums accrued hereunder prior to such termination or expiration.
 

3. Licensee Obligations: Upon termination, Licensee shall immediately cease all use of the Software.

7. Confidentiality - Licensee acknowledges that the Software, Documentation and the source code are the propriety property of BSI and encompass BSl's trade secrets and confidential intellectual properties. Licensee shall not disclose, provide, or otherwise make available to any party, in whole or in part, the Software, Documentation, source code, pricing or any information relating thereto, except in strict confidence to employees of Licensee and its subsidiaries to the extent necessary to use the Software. Licensee agrees to exercise special care to fulfill its obligations with respect to confidentiality hereunder. BSI will regard and preserve as confidential all information related to the business of Licensee, and its affiliated companies that may be obtained from any source as a result of this Agreement including information regarding Licensee's vendors and prospective Licensees and the use of proprietary information, processing and technology. BSI will not, without first obtaining Licensee's written consent, disclose to any person, firm or enterprise or use for its benefit any information relating to Licensee or its vendors and prospective Licensees or its affiliated companies concerning past, present or future business activities of said entities, and the results of the provision of services performed by BSI under this Agreement. The provisions of this Section will survive the termination or expiration of this Agreement.
 

8. Limited Warranty - Subject to the limitations set forth in this Agreement, BSI warrants to Licensee that it has the right to license the Software and that the BSI Software will function as documented, be free of material defects, and operate on the Computing System (defined under Schedule 1) in conformance with the Software Documentation . This warranty is expressly conditioned on the observance of the operating procedures and specifications set forth in the Documentation. The foregoing warranty will apply only to the most current version of the Software issued by BSI from time to time. As Licensees exclusive remedy for any material defect in the Software for which BSI is responsible, BSI will attempt through reasonable efforts to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. BSI will not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Product if the Licensee has made any change whatsoever to the Software or Computing System, if the Software or Computing System has been misused or damaged in any respect, or if the Licensee has not reported to BSI the existence and nature of such nonconformity or defect promptly (within 48 hours) upon discovery thereof. Notwithstanding any of the foregoing, BSI will not be responsible for any issues with respect to the Web Server hosted by a third party.

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Warranty Disclaimer: THE EXPRESS WARRANTY SET FORTH IN THIS SECTION CONSTITUTES THE SOLE
WARRANTY WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION. BSI MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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9. Infringement Indemnification -

1. Indemnification: BSI warrants that, the Software does not infringe upon or violate any United States patent, trademark, or copyright. BSI will, at its expense, defend any suit brought against Licensee based upon a claim that the Software, as used only within the scope of the license granted hereunder, infringes a valid United States patent, trademark, or copyright. BSI will pay costs and damages finally awarded against Licensee in such actions which are attributable to such claim on condition that: (a) BSI is notified in writing of such claim within ten (10) days following receipt by Licensee; (b) BSI has sole control of

the defense and settlement negotiations; and (c) Licensee provides reasonable assistance to BSI in addressing the claim when requested.

2. BSI Option: Following notice by Licensee of a claim or a threatened or actual suit, BSI may at its discretion and without any obligation to do so: (i) obtain for Licensee the rights to use the Software, (ii) to replace or modify the Software so that it becomes non-infringing, or (iii) to accept return of the Software and Documentation in exchange for a pro-rata refund of the License Fees paid under this Agreement.

 

10. Miscellaneous -
Notices: Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered as follows: (i) by certified or registered U.S. mail prepaid; (ii) by a reliable delivery service; (iii) by facsimile or email (with copy sent by one of the foregoing means) or (iv) by messenger. Notice shall be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a business day, on the first business day after the date of receipt), as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt, or other evidence of
transmittal, generated by the sender's facsimile or e-mail software showing that such communication was sent to the appropriate number or e-mail address on a specified date, if sent by facsimile or e-mail. All such communications shall be sent to the addresses and numbers specified at the beginning of this Agreement, or to such other addresses or numbers as any Party may inform the others by giving five (5) business days' prior notice; if BSI contact is Mr. Jeff Maynard 708 Valley Ridge Circle Ste. 8, Lewisville, TX 75077, (972) 436-6862.

1. Applicable Law: This Agreement shall be governed by the laws of the State of Texas and Denton County in the United States.
 

2. Waiver of Breach: No term or provision hereof will be considered waived by either Party, and no breach excused, unless such waiver or consent is in writing and executed by the Parties. The waiver of, or consent to, a breach of any provision of this Agreement shall not operate or be construed as a waiver of, consent to, or excuse of any other subsequent breach by either Party.
 

3. Amendment: This Agreement may not be altered, amended or modified, except in writing, signed by the duly authorized representatives of both Parties.
 

4. Severability: All provisions of this Agreement are severable. In the event that any one or more provisions contained in this Agreement should for any reason be held to be unenforceable in any respect under the laws of, or by governmental agency, or any government, such unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such unenforceable provision had not been contained herein.
 

5. Force Majeure: In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of a natural disaster, accidents, labor stoppages, war, inability to secure materials or labor, government acts or acts of God not the fault of the affected Party or other cause beyond the reasonable control of the affected Party ("Force Majeure Event"), the party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice, terminate this Agreement.
 

6. Entire Agreement: The parties have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement is intended to be the sole and complete statement of the agreement between Licensee and BSI as to the license of the Software and supersedes all previous understandings, negotiations, proposals, or agreements, oral or written. Any purchase order will be considered issued for the purpose of authorization and Licensee's internal use only, and none of the terms and conditions of any such purchase order will modify the terms and conditions of this Agreement or affect the obligations of BSI to Licensee as set forth in this Agreement.

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7. Exportation: Licensee shall comply fully with all laws and regulations of the United States and other countries ("Export Laws") to assure that neither the Software, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. BSI may audit Licensee's use of the Software to assure compliance with this Section only. All terms of any Customer order document shall be superseded by this License.

11. Resolution - Except for a petition for injunctive or other extraordinary relief, the parties shall meet to discuss in good faith a resolution for any dispute arising from this Agreement prior to the filing of any action in any court or arbitrational body. In the event that an amicable resolution cannot be reached by the parties within 14 days of receipt of notice, such dispute shall be finally settled by arbitration according to the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Texas, excluding its conflicts of law principles. The venue for any dispute arising from this Agreement shall be Denton County, Texas.

12. Disclosure - Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party's Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to injunctive relief and/or specific performance of the receiving party's obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. In the event that a bond is required by the court, each party hereby agrees in advance that the posting of a $1,000.00 bond will meet this requirement and be satisfactory by the signatories.

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13. Customer Data - BSI Customers may electronically submit data or information to BSI for hosting and processing purposes ("Customer Data"). BSI will not share, distribute, or reference any such Customer Data individually, except as may be required by law. BSI may access Customer Data for the purpose of providing the Services, market research purposes, as part of the Licensees own data reports, including pooling of aggregate customer data, preventing or addressing service or technical problems, or in connection with customer support matters.

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14. Use - The BioSig-lD technology is designed for users who are usually remote and require authentication before moving to a next action. The passcodes created by users are secret and like regular passcodes are not to be shared. If a user decides to share their secret passcode with others, this is a misuse of the intended purpose. BSI makes no warranty that the software cannot be replicated by another user even if the passcode is not shared.

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15. Access - Licensee agrees to allow BSI to set up a test account/sandbox or a fictitious account in their production server on their LMS to trouble shoot any technical issues that may arise more efficiently.

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16. Pricing Policy - One of the most confidential aspects of a business is its pricing process and the quotes that it provides to its Licensees. BSl's product pricing is considered confidential and is therefore classified as a trade secret (See case law PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1270 (7th Cir. 1995). As the recipient of this information, you are under obligation to protect the confidentiality of the pricing information. Because product pricing may be dependent on several variables, the pricing points established for one organization should not be considered applicable for other organizations.

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Schedule 1
to Software License Agreement between BSI and Licensee

Computing Systems

1. End-User System - This system can be any computing system that can use a mouse, touchpad, touchscreen or stylus to draw a bio-signature or secret code that accepts HTMLS.

2. Hosted solution - BSI or its designated hosting company will operate and provide for Licensee's environment or link to the BioSig-lD technology. Licensee's web site will link to BSl's hosted solution created for Licensee. The BioSig-lD link will be accessed and re-directed through the Licensees' LMS. After the user has enrolled and authenticated in the BioSig-ID's hosted solution, they will be directed back to Licensee's web site or to the LMS.

3. Deliverables -

1. Training Manual and/or slide presentation: Used to help train the staff and takes a step by step approach in how to use the Learning Management System module with BioSig-lD and other products and web access to view the audit trail reports.

2. Web training session: Included in the initial set up are a quantity of (2) two one-hour web training sessions to introduce BioSig-ID and web reports to staff and/or help desk personnel. Additional training sessions can be added for $500.00 each.
 

3. The basic audit trail tool accessed by faculty and Admin (POC): Version 5.0 BioSig-ID standard activity captured in the audit trail includes: Access to two standard web based reports for faculty including the Users Courses Report and the Registration/Validation/Attendance Report. The admin (POC) will have access to these same two reports plus the Custom Detail Report and the Resets vs. Validations Report.
 

4. Custom Forensics: If the Licensee wishes to have BSI conduct a forensic evaluation beyond any custom reports it has paid for to uncover suspicious activity and write up a report, extra fees will be incurred at the rate of $150.00/hour. A good faith estimate based on the project will be provided before any work is to be completed. Payment is due as follows: 50% due at project approval and 50% due upon final invoice receipt.

Schedule 2
to Software License Agreement between BSI and Licensee

Support Services

BSI believes in providing end user and client support in the use of all BSI products. We believe in a collaborative relationship with our clients to provide the best experience in supporting your users. Licensee will be provided with a training session and to review common issues and how to best provide resolution. Licensee and end users will have access to a knowledge base portal with self-service and how-to articles. This portal will also offer the Licensee and end users to submit support tickets should the self-service articles not provide enough information for the end user to resolve the issue. All support requests will be handled through the BioSig-ID Support site as we do not provide telephone support.

Purpose - This document specifies how the Licensee and BSI will support desk responsibilities of each party and provides escalation procedures and contacts.

Responsibilities - Each party is responsible for providing support for their respective systems, subsystems and integrated components of those systems. To the extent that either party receives contact from a customer (user or in BSl's case a Licensee's help desk person) or end-user of the joint system (learning management system), each party shall determine the nature of the contact issue up to the point where it can be established that the issue pertains to that party's system or the joint system. If the contact is determined clearly to be the functionality or performance of the other party's system, the contacted party shall direct the customer or end-user to the other party's support services as outlined in this document. Otherwise, user issues that are not related to system functionality or performance based are to be handled by Licensee's help desk.

 

If the issue appears to be related to the joint system, the contacted party shall investigate and troubleshoot their system and integration components up to the point at which they can validate the proper functioning of their system. When the contacted party has validated their systems are functioning properly, but an error is still occurring, the contacted party shall escalate the issue to the appropriate Point of Contact (POC).

 

If the issue is discovered to be a problem with the contacted party's system or integration component, the contacted party shall escalate the problem according to their own internal procedures. Additionally, the contacted party shall notify the other party's Notifications Contact about on-going issues so that the other party is informed in the event they receive customer service calls about the joint system.

Both parties understand that the complexity of systems integrations may require the assistance of the other party in troubleshooting operational issues. Either party may utilize the Technical Escalation POC to request assistance in joint troubleshooting an issue, however the Technical Escalation POC should only be used by their counterpart in the calling company.

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Client Access Support -
24/7 Access to Tier 1 support articles - https://help.biosig-id.com/portal/kb/biosigid
Tier 2 support - Technical Support Contact and Ticket Response Times

Within 4 hours Monday-Friday 8:00 AM - 9:00 PM CST
Within 4 - 6 hours Weekends 8:00 AM - 9:00 PM CST

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Tier 3 support - escalated to phone call / screen share.
Review BioSig-ID Installation & Technical site for suggested best practices, content and videos

BioSig-lD Support Resources -
Sr. Director, Services / Amber Merrill / Amber.Merrill@biosig-id.com / 4 69-294-4916
Director, Customer Success / Rachel Lane / Rachel.Lane@BioSig-lD.com / 972-807-5278
Development Analyst/ Ron Kerkenaar / Ron.Kerkenaar@BioSig-lD.com / 469-277-6766

Annual Support Agreements -

• Customers are provided web service software updates

• Software Updates/Bug Fixes (Maintenance Releases)

• Support/ Ticketing Help Desk System

• Primary - Web and Email Support

• Secondary- Phone Support to manage existing ticketed cases

Escalation - Issues that are Priority One are handled by the BSI help desk on best efforts basis described below. BSI does not guarantee defects will be fixed in any specific time duration due to the nature of Software operating in a multivendor environment. BSl's goal is to deliver reasonable commercial efforts during normal hours of operation M-F, 9 am-5pm CST, and during other periods to satisfactorily resolve each incident using the guidelines in the table below.

Issue Resolution - The table below lists the maximum allowable time span before the next level of escalation is required. The support engineer has the authority to immediately escalate upon verification that a defect exists.​