1.1 Access and use of the F.A.C.E. API (referred to in this License Agreement as the ‘API’) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and Sightcorp in relation to your use of the API.
1.2 ‘Sightcorp’ means Sightcorp BV., a corporation with principal place of business at Science Park 400, 1098 XH, Amsterdam, The Netherlands.
2. Accepting this License Agreement
2.1 In order to use the API, you must first agree to this License Agreement. You may not use the API if you do not accept this License Agreement.
2.2 By using the API, you hereby agree to the terms of this License Agreement.
2.3 You may not use the API and may not accept the License Agreement if you are a person barred from using the API under the laws of the Netherlands or other countries including the country in which you are resident or from which you use the API.
2.4 If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the API on behalf of your employer or other entity.
3. API General License
3.1 Subject to the terms of this License Agreement, Sightcorp grants you a limited, worldwide, non-assignable and non-exclusive license to use the API solely to develop applications that make use of the API functionalities.
3.2 You agree that Sightcorp or third parties own all legal right, title and interest in and to the API, including any Intellectual Property Rights that subsist in the API. ‘Intellectual Property Rights’ means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Sightcorp reserves all rights not expressly granted to you.
3.3 You agree that the form and nature of the API that Sightcorp provides may change without prior notice to you and that future versions of the API may be incompatible with applications developed on previous versions of the API. You agree that Sightcorp may stop (permanently or temporarily) providing the API services (or any features within the API) to you or to users generally at Sightcorp’s sole discretion, without prior notice to you.
3.4 You and Sightcorp are allowed to promote each other’s’ products, services, and technologies, including but not limited to mentioning technology in press releases. You and Sightcorp are allowed to place a trademark and/or a logo for display on each other’s products and services, the display to be reasonably prominent as to reasonably inform a licensing association between you and Sightcorp but not to create a likelihood of confusion as to the origin of the primary product or service offered by each Party.
4. Use of the API by You
4.1 Sightcorp agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the API, including any intellectual property rights that subsist in those applications.
4.2 You agree to use the API and write applications only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Netherlands or other relevant countries).
4.3 You agree that if you use the API to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with personal information, your application may only use that information to access the user’s information when, and for the limited purposes for which, the user has given you permission to do so.
4.4 You agree that you will not engage in any activity with the API, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to Sightcorp.
4.5 You agree that you are solely responsible for any data, content, or resources that you create, transmit or display through the API and/or applications which use the API, and for the consequences of your actions (including any loss or damage which Sightcorp may suffer) by doing so.
4.6 You agree that you are solely responsible for (and that Sightcorp has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Sightcorp or any third party may suffer) of any such breach.
5. Your Credentials
5.1 You agree that you are responsible for maintaining the confidentiality of any login credentials and key that may be issued to you by Sightcorp or created by yourself, and that you will be solely responsible for all applications that are developed under your developer credentials.
6. Privacy and Information
6.1 In order to control the proper usage of the API, Sightcorp may collect certain usage statistics from the website including but not limited to the associated IP address and usage information on how the API is being used.
6.2 You agree that the Sightcorp has the right to internally use the image data submitted to the API to evaluate and improve the accuracy Sightcorp’s product and services.
6.3 The collected data is anonymized and examined in the aggregate and is maintained in accordance with Dutch Privacy Laws.
6.4 Sightcorp will never sell or share the collected data with third parties
7. Terminating this License Agreement
7.1 This License Agreement will continue to apply until terminated by either you or Sightcorp as set out below.
7.2 If you want to terminate this License Agreement, you may do so by ceasing your use of the API and any relevant developer credentials.
7.3 Sightcorp may at any time, terminate this License Agreement with you if: (A) you have breached any provision of this License Agreement; or (B) Sightcorp is required to do so by law; or (C) the partner with whom Sightcorp offered certain parts of API (such as APIs) to you has terminated its relationship with Sightcorp or ceased to offer certain parts of the API to you; or (D) Sightcorp decides to no longer provide the API or certain parts of the API to users in the country in which you are resident or from which you use the service, or the provision of the API or certain API services to you by Sightcorp is, in Sightcorp’s sole discretion, no longer commercially viable. 7.4 When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Sightcorp have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
8. Refund and Cancellation Policy
8.1 Sightcorp does not provide any refunds on subscriptions or time-based and lifetime licenses. We encourage every customer to take advantage of our ‘Free trial’ policy: Use the 14-day free trial period to test the product before purchasing.
8.2 Sightcorp will continue to charge you at the initial subscription rate unless you cancel your account. This will happen on the same day of the subsequent month or year that you initially joined.
9. DISCLAIMER OF WARRANTIES
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE API IS AT YOUR SOLE RISK AND THAT THE API IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ WITHOUT WARRANTY OF ANY KIND FROM SIGHTCORP.
9.2 YOUR USE OF THE API AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
9.3 SIGHTCORP FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIGHTCORP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SIGHTCORP OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
11.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Sightcorp, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the API, (b) any application you develop on the API that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement.
12. Changes to the License Agreement
12.1 Sightcorp may make changes to the License Agreement as it releases new versions of the API. When these changes are made, Sightcorp will make a new version of the License Agreement available on the website where the API is made available.
13. General Legal Terms
13.1 This License Agreement constitutes the whole legal agreement between you and Sightcorp and governs your use of the API (excluding any services which Sightcorp may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Sightcorp in relation to the API.
13.2 You agree that if Sightcorp does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Sightcorp has the benefit of under any applicable law), this will not be taken to be a formal waiver of Sightcorp’s rights and that those rights or remedies will still be available to Sightcorp.
13.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.
13.4 You acknowledge and agree that each member of the group of companies of which Sightcorp is the parent shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement.
13.5 EXPORT RESTRICTIONS. THE API IS SUBJECT TO THE NETHERLANDS EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE API. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
13.6 The rights granted in this License Agreement may not be assigned or transferred by either you or Sightcorp without the prior written approval of the other party. Neither you nor Sightcorp shall be permitted to delegate their responsibilities or obligations under this License Agreement without the prior written approval of the other party.
13.7 This License Agreement, and your relationship with Sightcorp under this License Agreement, shall be governed by the laws of the Netherlands without regard to its conflict of laws provisions. You and Sightcorp agree to submit to the exclusive jurisdiction of the courts located within the Netherlands to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that Sightcorp shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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