Luxand FaceSDK License Agreement

Luxand Development is willing to license Luxand FaceSDK to you only upon the condition that you accept all the terms of this license.

1. Definitions.

This license defines and uses the following terms:

1.1. The Software - Luxand FaceSDK source code, binary (machine-executable) code in electronic, printed or other form that can be distributed and/or used, accompanying documentation, graphical materials including diagrams, block-schemes, logos, graphic art, sample code in electronic or printed form, batch scripts and configuration files, used to use and/or distribute Luxand FaceSDK in parts or in whole.

1.2. Licensee - a company or individual who is given the right to use and/or distribute The Software according to this license.

1.3. Licenser - Luxand Development in whole represented by Luxand Development principal officer.

1.4. Third-parties - companies and individuals that are separate legal entities and not part of the Licensee.

1.5. Middleware - software products or services which are developed by the Licensee for use by third-parties for creation of third-party's software products and which are included as a part of third-party's software products or services. This includes, but is not limited by, Java classes, ActiveX objects, .NET assemblies, Delphi components, Dynamic-Link Libraries, Shared Objects etc..

1.6. Web Services - software products or services which are developed and/or deployed by the Licensee, run on publicly-accessible Internet servers and whose primary function is to expose functionality of The Software to third-parties on a paid basis.

1.7. End-User Applications - software products or services that are not classified as Middleware. End-User applications also include middleware, which is developed solely for in-house use in Licensee's End-User Applications and Web Services.

1.8. Software Evaluation - testing of The Software, which is performed in order to determine fitness for use and compliance to Licensee's requirements.

2. Scope of use.

2.1. This license is applied to use of The Software by any Licensee that has purchased a license, i.e. paid a license fee as defined by Luxand Development and agreed to the terms of this license.

2.2. Use of The Software without purchasing a license constitutes Software Evaluation and is permitted for the time, no longer than evaluation period specified on Luxand Development web site or accompanying documentation of The Software.

2.3. This license defines terms and conditions for use of The Software in the Licensee's End-User Applications.

2.4. This license does not grant to the Licensee the right to use The Software in development of Middleware or Web Services.

3. Terms of use.

3.1. This license grants the Licensee non-exclusive, non-transferable, royalty-free right to install and use The Software in software development, production and deployment according to the terms of this license.

3.2. The Software is owned by the Licenser and is protected by copyright law, international copyright treaties, as well as other proprietary notices.

3.3. Total number of Installed Copies of The Software used by the Licensee may not exceed the number of Single-Developer Licenses paid for by the Licensee. One Installed Copy is defined to be a group of computer files in electronic form used by single software developer on any number of computers.

3.4. For Company Licenses, any number of Installed Copies of The Software used by the Licensee is allowed, given that all Installed Copies are used solely by the Licensee and within the territory of one country.

3.5. Distribution of The Software or it's parts (including those marked as reistributables) to Third-parties is prohibited. The Licensee has the right to create a copy of The Software for backup and security purposes.

4. Termination and transfer.

4.1. Rent, lease, sublicense or any other temporary transfer of rights given by this license is prohibited. Use of The Software by the Licensee's subcontractors requires a separate license given to those subcontractors.

4.2. Transfer of the rights is allowed only after notifying the Licenser about such transfer and on a permanent basis provided that the Licensee doesn't possess any copies of The Software received under terms of this license.

4.3. The license becomes effective the day the Licensee agrees to its terms and conditions.

4.4. The license terminates automatically if the Licenser fails to comply with the limitations described above.

4.5. The license can be terminated by the Licensee at any time.

4.6. Upon termination of the license the Licensee must destroy all copies of The Software received under terms of this license and all it's components on all systems and all types of media and in computer memory.

5. Warranty and Disclaimer.

5.1. The Software is provided by the Licenser 'As Is'.

5.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSER DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LICENSER DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS REMAINS WITH THE LICENSEE. THIS LIMITED WARRANTY GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS. THE LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

5.3. IN NO EVENT SHALL THE LICENSER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5.4. Recognizing the importance of The Software to the Licensee, the Licenser will attempt to fix the errors discovered in The Software given that such errors are not caused by malfunctioning of the operating environment, hardware and software errors of third-party components and by improper use or impossibility to use of The Software.

6. Compliance with the license.

6.1. If the Licensee is a business or organization, upon request from the Licenser the Licensee must provide information concerning compliance of use of The Software to the license.

6.2. All rights to use The Software are granted on condition that such rights are forfeited if the Licensee fails to comply with the terms of this license.

7. General Provisions.

7.1. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the license, which shall remain valid and enforceable according to its terms.

7.2. The license shall not prejudice the statutory rights of any party dealing as a consumer.

7.3. The license may only be modified by a writing signed by the principal officer of Luxand Development.

7.4. Updates may be licensed to the Licensee by the Licenser with additional or different terms.

7.5. By signing this agreement the Licenser certifies, that it is a legitimate owner of The Software and possesses all rights to use, modify, improve, copy, distribute, sublicense and market The Software and any new version identified above in object and source code form on and for any media and by any means or methods now known or known in the future.

7.6. This is the entire agreement between the Licenser and the Licensee relating to The Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to The Software.