Software End User License Agreement (EULA)

FACEWARE PRODUCTS

END USER LICENSE AGREEMENT (EULA)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND YOUR EMPLOYER ("LICENSEE") AND FACEWARE TECHNOLOGIES, INC. ("LICENSOR").

 

Within our software, users will have the option to select the "I AGREE" button or other button or mechanism designed to acknowledge terms of an electronic copy of this EULA, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the FACEWARE TECHNOLOGIES, INC FACEWARE™ SOFTWARE, (i) you accept this EULA on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this EULA (and you agree to act in a manner consistent with this EULA) or, if there is no such entity for which you are authorized to act, you accept this EULA on behalf of yourself as an individual and acknowledge that you are legally bound by this EULA, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this EULA on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.

If Licensee is unwilling to accept this EULA, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I AGREE" BUTTON OR OTHERWISE CLICK ON ANY BUTION OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE THIS EULA, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE FACEWARE TECHNOLOGIES, INC FACEWARE™ SOFTWARE.

  1. COMMERCIAL LICENSE AGREEMENT;

1.1 Use of Software. Licensor has entered into an agreement with Licensee (the "Agreement") under which Licensor has granted Licensee a limited license to use the Product and (if applicable) Faceware Performance Data provided by Licensor ("FWR") in connection with certain projects mutually agreed by Licensor and Licensee ("Projects"). Licensee may use the Product and FWR on behalf of Licensee under the terms and conditions of this EULA, and Licensee hereby agrees to comply with the Agreement and this EULA. Licensee may not sublicense the Product or FWR or transfer the Product or FWR to a third party. In the event of a conflict between the Agreement and this EULA, the Agreement will take precedence. Some types of license models set out in clause 2 limit the installation and use of the Software to the country in which Licensee is based at the date of purchase (the “Home Country”), unless otherwise agreed in writing.

  1. LICENSE MODELS;

2.1 For each product purchased from Licensor the Licensee will be one of the following types of license, and subject to the following terms and conditions. Please note that some licensing models set out below do not apply to certain products of the Licensor. Whichever licensing model applies, Licensee shall not at any one time use more copies of the Software than the total number of valid licenses purchased or licensed by Licensee (as applicable).

(a) “Local License” If Licensee purchases a Local (also commonly referred to as a Node Locked License), Licensee will install and use only a single copy of the Software on only one computer at a time, which may be located anywhere in the Home Country.

(b) “Server License” If Licensee purchases a Server License (also commonly referred to as a Floating License), use of the Software may be at any site in the Home Country.

(c) “Dongle License” If Licensee purchases a Dongle License, the License is installed on a USB device and may be connected to only one computer at a time, use of the Software may be at any site in the Home Country.

2.2 Reduced-fee or free licenses. Some of the Software may be made available at concessionary rates or free of charge (as applicable) as follows:

(a) “Academic License” If Licensee has purchased the Software on the discounted terms of Licensor academic program, Licensee warrants and represents to Licensor as a condition of the Academic License that: (i) (if Licensee is a natural person) he or she is a part-time or full-time student at the time of purchase and will not use the Software for any commercial, professional or for-profit purposes; and (ii) (if the Licensee is not a natural person) it is an organization that will use the Software only for the purpose of training and instruction, and for no other purpose. Unless the Academic License is a Server License, Licensee shall use the Software on only one computer at a time. Any violation of Academic license will result in immediate suspension of ability to create FWR data.

(b) “Trial License” Licensee may register for a “Trial License” of the Software (not available for all products or in all regions or markets). A Trial License lasts a limited specified period on the expiry of which the Software will automatically cease to function. Licensee will use the Software on only one computer at a time. (f) “Free License” Licensee may register for a “Free License” of selected Software from Licensor (not available for all products or in all regions or markets). A Free License lasts for a limited specified period on the expiry of which the Software will cease to function. Usually, a replacement License to cover a new, time limited, period will be issued by the Licensor. Licensee will use the Software under a Free License on only one computer at a time.

(c) “Personal Learning Edition License” If the Software is a Personal Learning Edition (“PLE”), Licensee may use it only for the purpose of personal or internal training and instruction, and for no other purpose. PLE versions of the Software may not be used for commercial, professional or for-profit purposes including, for the avoidance of doubt, the purpose of providing training or instruction to third parties. Licensee shall use the Software on only one computer at a time. Usage of PLE licenses is monitored by Licensor for the purpose of verifying Licensee identity and to prevent fraud or other unauthorized or illegal activity. Any violation of PLE license will result in immediate suspension of ability to create FWR data.

  1. OWNERSHIP.

3.1 The Product and FWR are owned by Licensor. The Product is protected by United States copyright laws and international treaty provisions. THE PRODUCT OR FWR MAY NOT BE MODIFIED, REVERSE ENGINEERED, REVERSE COMPILED OR DISASSEMBLED BY LICENSEE.

Any copyright, proprietary or confidential notices placed on the Product, FWR or any documentation that may be provided by licensor may not be removed, altered or destroyed by Licensee. The Product, FWR or any documentation may not be copied by Licensee.

  1. LICENSE RESTRICTIONS.

4.1 Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the commercial or reduced-fee or free licenses. of the Software, (B) download the commercial or reduced-fee or free licenses of the Software under more than one username or e-mail address, (C) alter the contents of a hard drive or computer system to enable the use of the commercial or reduced-fee or free licenses of the Software for an aggregate period in excess of the license term for one license to such commercial or reduced-fee or free license, (D) disclose the results of software performance benchmarks obtained using the commercial or reduced-fee or free licenses to any third party without Faceware Technologies' prior written consent, (E) use the reduced-fee or free licenses for any application deployment or ultimate production purpose, or (F) use the Trial License of the Software for a purpose other than the sole purpose of determining whether to purchase a license to a commercial or reduced-fee or free licenses of the software; provided, however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Trial License of the Software for any commercial training purpose.

  1. NO WARRANTY.

5.1 The Software is provided "AS IS," without representation or warranty of any kind, and Licensor disclaims any warranty or liability, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Product is with Licensee.

  1. LIMITATION OF LIABILITY.

6.1 In no event shall Licensor (or its affiliates, licensors or suppliers) have any liability, and Licensee hereby releases Licensor (and its affiliates, licensors and suppliers) from and for any losses or damages, whether direct, indirect, special, incidental or consequential, arising from this EULA or the Agreement, whether arising in tort (including negligence), contract or otherwise, including, without limitation, damages resulting from loss of profits, data or business.

  1. TERMINATION.

The term of the license granted to Licensee is set forth in the Agreement. Licensor may immediately terminate Licensee's use of the Product if Licensee fails to comply with any material term or condition of the Agreement or this EULA. Upon such termination Licensee must immediately cease using the Product and must follow Licensor's instructions regarding return or destruction of the Product. ALL DISCLAIMERS HEREIN SHALL SURVIVE TERMINATION.

  1. MISCELLANEOUS.

The Agreement and this EULA constitute is the entire agreement between Licensee and Licensor regarding the subject matter hereof, and supersede any prior agreement, whether written or oral, relating to the subject matter of this Agreement. The Agreement and this EULA are governed by the laws of the State of California, U.S.A., without regard to conflict of law principles, to the extent such principles would require or result in the application of different law. The United Nations Convention on the International Sale of Goods shall not apply to the interpretation or enforcement of the Agreement or this EULA. A breach of any of the promises or agreement contained in the Agreement or this EULA may result in irreparable and continuing damage to Licensor for which there may be no adequate remedy at law, and Licensor is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any part of the Agreement or this EULA shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in the Agreement or this EULA is determined to have failed of its essential purpose, then all other provisions of the Agreement or this EULA, including the limitations of liability and exclusion of damages, shall remain in full force and effect. Licensee may not assign, delegate, or otherwise transfer all or any part of its rights or obligations under this EULA without the express written consent of Licensor. This EULA will be binding on and insure to the benefit of the parties and their heirs, successors and assigns. No waiver of any provision of the Agreement or this EULA, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance.

  1. DATA WE COLLECT.

9.1 Licensor requires certain data to be collected which is automatically collected when you use the services within the Product. Licensee's data will not be shared with any third parties who are not under active non-disclosure contracts with Licensor to improve the Product and technology. By using the Product you agree that any data collected by the Product can be used to improve the Product and technology.

The usage data we collect potentially contains log information including details about how you’ve used the Product, Job names, and the number of frames exported.

The data that is potentially collected is used to develop, improve, deliver, maintain, and protect the Product and services, communicate with Licensee, monitor and analyze trends and usage, verify your identity and prevent fraud or other unauthorized or illegal activity.

We do not collect any personal data as personal data is defined in Article 4 of REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF TH


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