FACEWARE™ ANALYZER™ & RETARGETER™ - END USER LICENSE AGREEMENT (EULA)
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND YOUR EMPLOYER ("LICENSEE") AND
FACEWARE TECHNOLOGIES, INC. ("LICENSOR").
READ IT CAREFULLY. YOU MUST READ THIS END USER LICENSE AGREEMENT ("EULA") AND
CLICK "I AGREE" BELOW IN ORDER TO USE THE SOFTWARE PROVIDED WITH THIS EULA
("PRODUCT").
By selecting 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. COMMERICAL 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.
2. 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 Licene 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.
3. 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.
4. 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.
5. 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 noninfringement. The entire risk as to the quality and performance of the Product is with Licensee.
6. 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.
7. 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.
8. 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.
9. DATA WE COLLECT.
9.1 Licensor requires certain data to be collected which is automatically collected when you use our
services within our Product. Licensee's data will not be given out to any third parties, nor exported, nor
shared.
There are two basic forms of data that we collect (A) images and (B) log information. Images
are collected as part of the continued development of our technology and to allow our support
team to better service the Licensee. The log information includes, among other things: details
about how you’ve used our Product, IP address, job names, and number of frames exported.
The data that is collected is used to develop, improve, deliver, maintain, and protect our
Products and services, communicate with Licensee, monitor and analyze trends and usage,
verify your identity and prevent fraud or other unauthorized or illegal activity. Commercial
Licensee will have the ability to opt-out of image data collection.