Software End User License Agreement

Software End User License Agreement.

IMPORTANT: Please read the terms and conditions carefully prior to download, installation, copy or use. THROUGH DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE YOU ARE EXPRESSING YOUR CONSENT TO THESE TERMS AND CONDITIONS.

End User License Agreement

Under the terms of this End User License Agreement (hereinafter referred to as "Agreement") executed by and between IPASSPORT LTD is a company registered in England and Wales with company number 1234567 and with its registered office at Suite 8, Metropolitan House, 38-40 High Street, Croydon, England, CR0 1YB (hereinafter referred to as "IPASSPORT" or "Provider") and you, a physical person or legal entity (hereinafter referred to as "You" or "End User"), You are entitled to use the Software defined in Article 1 of this Agreement. The Software defined in Article 1 of this Agreement can be stored on a data carrier, sent via electronic mail, downloaded from the Internet, downloaded from the Provider's servers or obtained from other sources, subject to the terms and conditions specified below.

THIS IS AN AGREEMENT ON END USER RIGHTS AND NOT AN AGREEMENT FOR SALE. The Provider continues to own the copy of the Software and the physical media contained in the sales package and any other copies that the End User is authorized to make pursuant to this Agreement.

By clicking on "I Accept" or "I Accept..." while installing, downloading, copying or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, immediately click on the cancelling option, cancel the installation or download, or destroy or return the Software, installation media, accompanying documentation and sales receipt to the Provider or the outlet from which You acquired the Software.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Software.

As used in this Agreement the term "Software" means:

I. computer program accompanied by this Agreement and all components thereof;
II. all the contents of the disks, CD-ROMs, DVDs, e-mails and any attachments, or other media with which this Agreement is provided, including the object code form of the Software supplied on a data carrier, via electronic mail or downloaded via the Internet;
III. any related explanatory written materials and any other possible documentation related to the Software, above all any description of the Software, its specifications, any description of the Software properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software (hereinafter referred to as "Documentation");
IV. copies of the Software, patches for possible errors in the Software, additions to the Software, extensions to the Software, modified versions of the Software and updates of Software components, if any, licensed to You by the Provider pursuant to Article 3 of this Agreement. The Software shall be provided exclusively in the form of executable object code.

2. Installation, Computer and a License key.

Software supplied on a data carrier, sent via electronic mail, downloaded from the Internet, downloaded from the Provider's servers or obtained from other sources requires installation. You must install the Software on a correctly configured Computer, complying at least with requirements set out in the Documentation. The installation methodology is described in the Documentation. Computer means hardware, including but not limited to personal computers, laptops, workstations, palmtop computers, smart phones, hand-held electronic devices, or other electronic devices for which the Software is designed, on which it will be installed and/or used. License key means the unique sequence of symbols, letters, numbers or special signs provided to the End User in order to allow the legal use of the Software, its specific version or extension of the term of the License in compliance with this Agreement.

3. License.

Subject to the condition that You have agreed to the terms of this Agreement and You comply with all the terms and conditions stipulated herein, the Provider shall grant

You the following rights (hereinafter referred to as "License"):
a) Installation and use. You shall have the non-exclusive, non-transferable right to install the Software on the hard disk of a Computer or other permanent medium for data storage, installation and storage of the Software in the memory of a computer system and to implement, store and display the Software.
b) Stipulation of the number of Computers. The right to use the Software shall be bound by the number of Computers. One Computer shall be taken to refer to the installation of the Software on one computer system. You must not use the same License at the same time on more than one Computer. The End User is entitled to enter the License key to the Software only to the extent in which has the right to use the Software in accordance the limitation arising from the number of Licenses granted by Provider. The License key is deemed confidential, You must not share the License with third parties or allow third parties to use the License key unless permitted by this Agreement or Provider. If your License key is compromised, notify Provider immediately.
c) Stipulation of the number of transactions. The right to use the Software shall be bound by the number of Transaction as defined upon ordering the Software. One Transaction shall be taken to refer to the execution of a Transaction as set out on the Documentation. If you reach the maximum number of Transactions permitted by the License which you have purchased the Software will cease to execute Transactions until such time that a new license has been purchased.
d) Term of the License. Your right to use the Software shall be time-limited.
e) OEM Software. OEM Software shall be limited to the Computer You obtained it with. It cannot be transferred to a different Computer.
f) NFR Software. Software classified as "Not-for-resale" or NFR cannot be assigned for payment and must only be used for testing the Software's features.
g) Termination of the License. The License shall terminate automatically at the end of the period for which granted. If You fail to comply with any of the provisions of this Agreement, the Provider shall be entitled to withdraw from the Agreement, without prejudice to any entitlement or legal remedy open to the Provider in such eventualities. In the event of cancellation of the License, You must immediately delete, destroy or return at your own cost, the Software and all backup copies to IPASSPORT or to the outlet from which You obtained the Software. Upon termination of the License, the Provider shall be also entitled to cancel the End User's entitlement to use the functions of the Software, which require connection to the Provider's servers or third-party servers.

4. Functions with data collection and internet connection requirements.

Some Software features require a connection to the Internet and must connect at regular intervals to the Provider's servers. Connection to the Internet is necessary for the following Software features:

a) Online Software Activation. The Software contains functions which allows you to execute the software activation process online.
b) Online Software Updates. The Provider shall make Updates (“Updates”) available online from time to time which You can choose to automatically download and install, but You shall be not obliged to install the Updates. This function is enabled under the Software's standard settings and Updates are therefore installed automatically, unless the End User has disabled automatic installation of Updates. For the purpose of provisioning of Updates, License authenticity verification is required including information about Computer and/or the platform on which the Software is installed in compliance with Privacy Policy.

5. Exercising End User rights.

You must exercise End User rights in person or via your employees. You are only entitled to use the Software for its intended use and on the Computers or computers systems for which You have obtained a License for.

6. Restrictions to rights.

You may not copy, distribute, extract components or make derivative works of the Software. When using the Software, You are required to comply with the following restrictions:

a) You may make one copy of the Software on a permanent storage medium as an archival back-up copy, provided your archival back-up copy is not installed or used on any Computer. Any other copies You make of the Software shall constitute breach of this Agreement.
b) You may not use, modify, translate or reproduce the Software or transfer rights to use the Software or copies of the Software in any manner other than as provided for in this Agreement.
c) You may not sell, sub-license, lease or rent or borrow the Software or use the Software for the provision of commercial services.
d) You may not reverse engineer, reverse compile or disassemble the Software or otherwise attempt to discover the source code of the Software, except to the extent that this restriction is expressly prohibited by law.
e) You agree that You will only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
f) You agree not exercise any activities involving use the License key, contrary to the terms of this Agreement or leading to provide License key to any person who is not entitled to use the Software, such as the transfer of used or unused License key in any form, as well as the unauthorized reproduction, or distribution of duplicated or generated License keys or using the Software as a result of the use of a License key obtained from the source other than the Provider.

7. Third Party Software

Further to the terms applying to the Software, You agree to the terms set out in Schedule 1 in regards to the FaceSDK software.

8. Copyright.

The Software and all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by IPASSPORT and/or its licensors. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Software is being used. The structure, organization and code of the Software are the valuable trade secrets and confidential information of IPASSPORT and/or its licensors. You must not copy the Software, except as set forth in Article 6(a). Any copies which You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software. If You reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software, in breach of the provisions of this Agreement, You hereby agree that any information thereby obtained shall automatically and irrevocably be deemed to be transferred to and owned by the Provider in full, from the moment such information comes into being, notwithstanding the Provider's rights in relation to breach of this Agreement.

9. Reservation of rights.

The Provider hereby reserves all rights to the Software, with the exception of rights expressly granted under the terms of this Agreement to You as the End User of the Software.

10. Multiple language versions, dual media software, multiple copies.

In the event that the Software supports multiple platforms or languages, or if You receive multiple copies of the Software, You may only use the Software for the number of computer systems and for the versions for which You obtained a License. You may not sell, rent, lease, sub-license, lend or transfer versions or copies of the Software which You do not use.

11. Commencement and termination of the Agreement.

This Agreement shall be effective from the date You agree to the terms of this Agreement. You may terminate this Agreement at any time by permanently uninstalling, destroying and returning, at your own cost, the Software, all back-up copies and all related materials provided by the Provider or its business partners. Irrespective of the manner of termination of this Agreement, the provisions of Articles 8, 9, 12, 14, 20 and 22 shall continue to apply for an unlimited time.

12. END USER DECLARATIONS.

AS THE END USER YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER THE PROVIDER, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY THE PROVIDER OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.

13. No other obligations.

This Agreement creates no obligations on the part of the Provider and its licensors other than as specifically set forth herein.

14. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE PROVIDER OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, UNLESS OTHERWISE AGREED, THE LIABILITY OF THE PROVIDER, ITS EMPLOYEES OR LICENSORS OR AFFILIATES SHALL BE LIMITED TO THE SUM THAT YOU PAID FOR THE LICENSE.

15. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer if running contrary thereto.

16. Technical support.

IPASSPORT or third parties commissioned by IPASSPORT shall provide technical support at their own discretion, without any guarantees or declarations. The End User shall be required to back up all existing data, software and program facilities prior to the provision of technical support. IPASSPORT and/or third parties commissioned by IPASSPORT cannot accept liability for damage or loss of data, property, software or hardware or loss of profits due to the provision of technical support, unless caused by IPASSPORT’s negligence or wilful act or omission. IPASSPORT and/or third parties commissioned by IPASSPORT reserve the right to decide that resolving the problem is beyond the scope of technical support. IPASSPORT reserves the right to refuse, suspend or terminate the provision of technical support at its own discretion. License information, Information and other data in compliance with Privacy Policy may be required for the purpose of technical support provision.

17. Transfer of the License.

The Software can be transferred from one Computer to another, unless contrary to the terms of the Agreement. If not contrary to the terms of the Agreement, the End User shall only be entitled to permanently transfer the License and all rights ensuing from this Agreement to another End User with the Provider's consent, subject to the condition that (i) the original End User does not retain any copies of the Software; (ii) the transfer of rights must be direct, i.e. from the original End User to the new End User; (iii) the new End User must assume all the rights and obligations incumbent on the original End User under the terms of this Agreement; (iv) the original End User has to provide the new End User with documentation enabling verification of the genuineness of the Software as specified under Article 17.

18. Verification of the genuineness of the Software.

The End User may demonstrate entitlement to use the Software in one of the following ways: (i) through a license certificate issued by the Provider or a third party appointed by the Provider; (ii) through a written license agreement, if such an agreement was concluded; (iii) through the submission of an e-mail sent by the Provider containing licensing details (user name and password). License information and End User identification data in compliance with Privacy Policy may be required for the purpose of Software genuineness verification.

19. Licensing for public authorities

The Software shall be provided to public authorities with the license rights and restrictions described in this Agreement.

20. Export and re-export control.

The Software, the Documentation or components thereof, including information about the Software and components thereof, shall be subject to import and export controls under legal regulations which may be issued by governments responsible for issue thereof under applicable law, and end user, end-use and destination restrictions issued by governments. You agree to comply strictly with all applicable import and export regulations and acknowledge that You have the responsibility to obtain all licenses required to export, re-export, transfer or import the Software.

21. Notices.

All notices and return of the Software and Documentation must be delivered to: IPASSPORT LTD, Suite 8, Metropolitan House, 38-40 High Street, Croydon, England, CR0 1YB.

22. Applicable law.

This Agreement shall be governed by and construed in accordance with the laws of the England and Wales. The End User and the Provider hereby agree that the principles of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. You expressly agree that any disputes or claims ensuing from this Agreement with respect to the Provider or any disputes or claims relating to use of the Software shall be settled by the courts of England and You expressly agree to the said court exercising jurisdiction.

23. General provisions.

Should any of the provisions of this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions of the Agreement, which shall remain valid and enforceable in accordance with the conditions stipulated therein. This Agreement may only be modified in written form, signed by an authorized representative of the Provider or a person expressly authorized to act in this capacity under the terms of a power of attorney.
This is the entire Agreement between the Provider and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.