AUTHORIZED THIRD PARTY DATA USE AGREEMENT

This Authorized Third Party Data Use Agreement (“Agreement”) is entered into as of                   by Human Security, Inc., a Delaware corporation having an address at 841 Broadway, 2nd Floor, New York, NY 10003 (“HUMAN”) and the person or entity signing below (“Authorized Third Party”), both of whom, for good and valuable consideration, hereby mutually agree as follows:

1. Data. The Parties acknowledge and agree that Authorized Third Party may access or has accessed from HUMAN's Customer, a certain portion of data owned by HUMAN (the “Data”).

2. License. HUMAN hereby grants to Authorized Third Party the limited, revocable right and license to access and examine the Data solely for Authorized Third Party’s internal purposes and for no other purposes whatsoever. Authorized Third Party shall not reproduce, modify, make derivative works of, publicly display, distribute, sell, sublicense, or otherwise exploit all or any portion of the Data. Authorized Third Party shall not expose or transmit the Data to any third parties. Authorized Third Party shall not use the Data to reverse engineer or otherwise derive the internal means of operation of any HUMAN product or service. Authorized Third Party shall not access or use the Data by means of any “bot” or other automated mechanism. HUMAN reserves all rights not expressly granted hereunder.

3. Passwords and Platform Access. If Authorized Third Party is given credentials to access HUMAN'S Platform or Dashboard, Authorized Third Party shall keep such credentials strictly confidential and shall not share such credentials with any other party. Authorized Third Party shall be responsible for all actions taken by its personnel using such credentials, and shall collaborate with HUMAN on at least a monthly basis to determine if any user who has access to such credentials is no longer is employed by or affiliated with Authorized Third Party.

4. Term. Either party shall have the right to terminate this Agreement immediately upon written notice to the other. Absent such notice, this Agreement and the license granted hereunder shall expire on the first anniversary hereof. Upon termination or expiration hereof for any reason, Authorized Third Party shall have no further right or license to access, examine, or use the Data, shall promptly destroy the Data and all copies thereof in Authorized Third Party’s possession or control, and shall certify such destruction to HUMAN in writing.

5. Confidentiality. To the extent that any nondisclosure agreement is in effect by and between Authorized Third Party and HUMAN, or by and between Authorized Third Party and HUMAN'S Customer, then the Data shall be deemed to be Confidential Information in accordance with such NDA. If no such NDA is in effect, Authorized Third Party shall maintain the confidentiality of the Data in perpetuity and shall not use or disclose it other than as may be permitted hereby.

6. Disclaimer of Warranties; Limitation of Liability. THE DATA IS LICENSED TO AUTHORIZED THIRD PARTY “AS IS” WITHOUT WARRANTIES. HUMAN's TOTAL LIABILITY TO AUTHORIZED THIRD PARTY HEREUNDER FOR EVERY REASON SHALL IN ALL EVENTS BE LIMITED IN THE AGGREGATE TO THE AMOUNT OF FEES, IF ANY, THAT AUTHORIZED THIRD PARTY HAS PAID TO HUMAN DURING THE THEN PRECEDING 90 DAYS.

7. General. This agreement:  (i) does not by itself create any relationship between the parties other than independent Authorized Third Parties and does not obligate either party to enter into any future relationship or agreement with the other; (ii) shall not be amended except in writing executed by both parties; (iii) shall not be assigned to a third party by Authorized Third Party; (iv) sets forth the entire understanding of the parties and supersedes all prior and contemporaneous understandings; and (v) may be executed by facsimile and digital scan. New York law shall govern the interpretation and enforcement hereof, and disputes arising hereunder shall be resolved in the courts of competent jurisdiction sitting in New York, New York.