GLOBALPLATFORM LICENSE AGREEMENT

This License Agreement ("the Agreement") is a legal agreement between you and
GlobalPlatform, Inc., a Delaware corporation with a place of business at 900 Metro
Center
Boulevard, Foster City, California, 94404 ("GlobalPlatform"), which owns or
licenses the
Chip Card Technology, Software and Specifications relating to chip-based card
products, as
listed in the "Technical Downloads" page of the GlobalPlatform web site. As used in
this
Agreement:
"You" or "you" means the company, entity or individual ("Licensee") that is
acquiring a
license under this Agreement.
"Affiliate" is an entity that directly or indirectly controls, is controlled by, or
is under common
control with another entity, so long as such control exists. "Control" means
beneficial
ownership of more than fifty percent of the voting stock or equity in an entity.
"End User" is a company, entity or individual that is the ultimate purchaser,
either directly or
indirectly, from Licensee or an Affiliate of Licensee, of a Compliant Product (as
defined
hereinafter).
"Chip Card Technology" means each of the GlobalPlatform technologies listed in the
"Technical Downloads" page of the GlobalPlatform web site, and Updates thereto (as
defined
hereinafter).
"Software" means the software listed in the "Technical Downloads" page of the
GlobalPlatform web site, and Updates thereto.
"Specifications" means the specifications listed in the "Technical Downloads" page
of the
GlobalPlatform web site, and Updates thereto.
"Update(s)" means any update, revision, or extension of some or all of the Chip
Card
Technology, Software, and Specifications.
"Compliant Product" is a product or service that complies with one or more of the
Specifications.
You must accept all of the terms of this Agreement before viewing, downloading,
taking
possession of, or otherwise using the information governed by this Agreement. By
clicking on
the "ACCEPT" button below, you are consenting to be bound by and are becoming a
party to
this Agreement, and you are representing that you are authorized to bind your
company, as
identified by you in the Acceptance Form at the end of this Agreement, as a party
to this
Agreement. If you do not agree to all of the terms of this Agreement, click the "DO
NOT
ACCEPT" button at the end of this Agreement.
1. GRANT OF LICENSE.
1.1 License. GlobalPlatform hereby grants to Licensee, its Affiliates and End
Users, a non-
exclusive, perpetual (except as provided for herein), royalty-free, fully paid-up,
worldwide
license in the Chip Card Technology and the Software for purposes of creating,
developing,
testing, demonstrating, using, producing, licensing, distributing, copying, selling
and
otherwise exploiting Compliant Products, and the right to reproduce and distribute
the
Specifications, subject to the conditions set forth in this Agreement.
1.2 Modifications. Licensee, its Affiliates and End Users, shall not modify the
Specifications.
Licensee and its Affiliates may modify the Software, but only to the extent the
Software, as
modified, is used as or in connection with a product or service which is a
Compliant Product.
1.3 Sublicensing. Licensee, its Affiliates and End Users, shall not sublicense any
of the
Specifications. Licensee and its Affiliates may sublicense, through one or more
intermediaries, the Software, to the extent necessary to create, develop, test,
demonstrate, use,
produce, license, distribute, copy, sell or otherwise exploit any Compliant
Products, and may
disclose the Specifications and Software to third party developers, subject to the
conditions
set forth in this Agreement.
2. INTELLECTUAL PROPERTY. Licensee acknowledges and agrees that, as between
Licensee and GlobalPlatform, all Chip Card Technology shall at all times be the
exclusive
property of GlobalPlatform, and nothing in this Agreement shall be construed to
convey to
Licensee any ownership interest in the Chip Card Technology, Software or
Specifications.
Licensee shall be the owner of any derivative works it develops based on the Chip
Card
Technology, including commercial implementations of the Software, but Licensee's
ownership and use of such derivative works shall be subject in all respects to
GlobalPlatform's
ownership of the underlying Chip Card Technology and the terms and conditions upon
which
Licensee may use the underlying Chip Card Technology under this Agreement.
GlobalPlatform acknowledges and agrees that, as between Licensee and
GlobalPlatform,
Compliant Products developed by Licensee shall be the exclusive property of
Licensee.
3. SUPPORT AND MAINTENANCE. GlobalPlatform shall have no obligation to Licensee,
its Affiliates or End Users to support or maintain the Chip Card Technology.
4. TERMINATION OF LICENSE.
4.1 Breach. In the event of a breach of this Agreement by Licensee or its
Affiliates,
GlobalPlatform shall give Licensee written notice and an opportunity to cure. If
the breach is
not cured within thirty (30) days after written notice, or if the breach is of a
nature that cannot
be cured, then GlobalPlatform may immediately or thereafter terminate the licenses
granted in
this Agreement; provided, however, that Licensee, its Affiliates and End Users
shall be
permitted to continue to use Compliant Products created or obtained prior to such
termination,
and to use the Chip Card Technology, Specifications and Software as they existed on
the date
of such termination (but not subsequent Updates thereto), in a manner not
inconsistent with
the terms of this Agreement.
4.2 Notice. Licensee may immediately terminate the licenses granted in this
Agreement upon
written notice to GlobalPlatform.
4.3 Litigation. GlobalPlatform may terminate all or part of the licenses granted in
this
Agreement in the event Compliant Products sold by Licensee or its Affiliates give
rise to a
lawsuit against an Indemnified Party (as defined in Section 7 below), containing at
least one
claim predicated upon manufacture, use or sale of the Compliant Products and (a)
for which
the indemnification in Section 7 does not apply, (b) for which Licensee asserts
that such
indemnification does not apply, or (c) in the event that, in GlobalPlatform's
reasonable
opinion, Licensee does not have the resources to reasonably fulfill its obligations
under
Section 7. Notwithstanding the foregoing, Licensee, its Affiliates and End Users
may continue
to use the Chip Card Technology, Specifications and Software if Licensee agrees to
assume
the cost of defending such lawsuit and if, in GlobalPlatform's reasonable opinion,
Licensee
has the resources to reasonably fulfill its obligations under Section 7.
5. NO WARRANTIES. Licensee acknowledges and agrees that the neither the Chip Card
Technology nor the Software are necessarily ready for commercial use and that
GlobalPlatform has not necessarily approved, registered, tested or certified their
use with any
payment or chip card system. GlobalPlatform makes no representations or warranties
whatsoever regarding the Chip Card Technology, the Software or any derivative works

thereof and is granting the licenses in Section 1 of this Agreement on an "AS-IS",

"WHERE
IS", basis, "WITH ALL FAULTS" known and unknown. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, GLOBALPLATFORM HEREBY DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY
IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY
OF MERCHANTABILITY.
6. NO DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR
ANY DAMAGES UNDER ANY THEORY OF LAW, INCLUDING, WITHOUT
LIMITATION, ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE
DAMAGES, NOR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER MONETARY
LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. INDEMNIFICATION. Licensee shall indemnify, defend and hold harmless
GlobalPlatform
and its officers, directors, employees and agents (each, an "Indemnified Party")
from all
losses, costs, damages, claims and other expenses (including reasonable attorneys'
fees)
arising out of any claim by any third party in connection with use by Licensee, its
Affiliates or
End Users, of the Chip Card Technology or the Software, including, without
limitation,
claims asserting that any Licensee product or service infringes the patent,
copyright, trade
secret or other intellectual property anywhere in the world of such third party
(each, a
"Claim"); provided, however, that the indemnity set forth in this Section 7 shall
not apply to
the extent any Claim necessarily results from Licensee's (a) compliance with one or
more of
the Specifications, or (b) use of the Software in the form supplied by
GlobalPlatform
hereunder.
8. EXPORT REGULATIONS. The Chip Card Technology, including technical data, may be
subject to U.S. export control laws, including the U.S. Export Administration Act
and its
associated regulations, and may be subject to export or import regulations in other
countries.
Licensee agrees to comply strictly with all such regulations and acknowledges that
it has the
responsibility to obtain licenses to export, re-export, or import the Chip Card
Technology.
9. RESTRICTED RIGHTS. Use, duplication or disclosure by the United States
government is
subject to the restrictions as set forth in the Rights in Technical Data and
Computer Software
Clauses in DFARS 252.227-7013� (1) (ii) and FAR 52.227-19(a) through (d) as
applicable.
10. MISCELLANEOUS.
10.1 Notices. All notices required under this Agreement shall be in writing. Notice
shall be
deemed given when delivered personally to an authorized representative or one (1)
day after
deposit for overnight delivery upon written verification of receipt. Notices and
correspondence to GlobalPlatform should be sent to the attention of the Secretariat
at the
address shown above. Notices and correspondence to Licensee should be sent to the
person or
address identified by Licensee in the form completed below in connection with
Licensee's
acceptance of this Agreement.
10.2 Governing Law. This Agreement shall be construed and interpreted under the
internal
laws of the United States and the State of Delaware, without giving effect to its
principles of
conflict of law.
10.3 Entire Agreement. This Agreement constitutes the entire agreement and
understanding
between GlobalPlatform and Licensee regarding the subject matter contained herein.
No
modification or waiver of this Agreement shall be binding unless it is in writing
and signed by
both parties. If any provision of this Agreement is invalid, illegal or
unenforceable, the parties
shall omit it from the Agreement to the extent required. The remaining terms shall
remain in
full force and effect. This Agreement supersedes any and all prior agreements
between
GlobalPlatform and Licensee regarding Licensee's right to use the Chip Card
Technology, or
any prior versions thereof.