Terms & Conditions

ZoOm™ Login App and Software Development Kit License Agreement

Last Updated: May 23, 2017

1. Introduction

1.1The ZoOm Login Demo App and the Software Development Kit (referred to in this Agreement as the "SDKs" and specifically including the packaged library is licensed to you subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between you and FaceTec in relation to your use of the SDKs.

1.2"Software" means the computer programs and documentation listed and described in Schedule A attached to this Agreement.

1.3"Install" means placing the Software on an electronic device’s data storage technology, such as a hard disk, solid state drive, USB memory device, or other secondary storage device.

1.4"Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.

1.5“You” means you as an individual, or as an individual who represents a company.

1.6"FaceTec" means FaceTec, Inc., a Delaware corporation with its principal place of business in Summerlin, NV, 89134, United States.

2. Accepting this License Agreement

2.1In order to use the SDKs, you must first agree to the License Agreement. You may not use the SDKs if you do not accept the License Agreement.

2.2By clicking to accept or using the SDKs, you hereby agree to the terms of the License Agreement.

2.3You may not use the SDKs and may not accept the License Agreement if you are a person barred from receiving the SDKs under the laws of the United States or other countries, including the country in which you are resident or from which you use the SDKs.

2.4If you are agreeing to be bound by the 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 the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDKs on behalf of your employer or other entity.

3. SDK License from FaceTec

3.1Subject to the terms of the License Agreement, FaceTec grants you a limited, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to use the SDKs solely to develop applications for compatible implementations of Android and iOS.

3.2You may not use the SDKs to develop applications for platforms other than Android and iOS (including non-compatible implementations of either) or to develop another SDK. You are free to develop applications for other platforms, including non-compatible implementations of Android and iOS, provided that the SDKs are not used for that purpose.

3.3You agree that FaceTec or third parties own all legal rights, title and interest in and to the SDKs, including any Intellectual Property Rights that subsist in the SDKs. "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. FaceTec reserves all rights not expressly granted to you.

3.4You may not use the SDKs for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDKs or any part of the SDKs.

3.5Use, reproduction and distribution of components of the SDKs are licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement.

3.6You agree that the form and nature of the SDKs that FaceTec provides may change without prior notice to you and that future versions of the SDKs may be incompatible with applications developed on previous versions of the SDKs. You agree that FaceTec may stop (permanently or temporarily) providing the SDKs (or any features within the SDKs) to you or to users generally at FaceTec's sole discretion, without prior notice to you.

3.7Nothing in the License Agreement gives you a right to use any of FaceTec's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features in any materials, including marketing materials, social media, news articles, press releases and the like, unless otherwise explicitly stated.

3.8You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDKs.

4. Use of the SDKs by You or Your Company

4.1FaceTec agrees that it obtains no right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you develop that include the SDKs, including any intellectual property rights that subsist in those applications.

4.2You agree to use the SDKs and write applications only for purposes that are permitted by (a) the 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 United States or other relevant countries).

4.3You agree that if you use the SDKs 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, biometric data or other login information or personally identifiable information (PII), 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 FaceTec Account information, your application may only use that information to access the user's FaceTec Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4You, the Licensee, will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the FaceTec Technology (collectively, "Reverse Engineering") or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, Licensee may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the FaceTec Technology, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Licensee has first requested such information from FaceTec and FaceTec failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by Licensee under this section is confidential information of FaceTec subject to the obligations of Section [confidentiality], may only be used by Licensee for the purpose described in this section, and will not be disclosed to any third party or used to create any software which is substantially similar to the expression of the FaceTec Technology.

4.5You agree that you will not engage in any activity with the SDKs, 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, FaceTec or any mobile communications carrier.

4.6Prior to receiving a production token you may not engage in pre-sales, sales, marketing and/or business development activities without entering into a prior written agreement with FaceTec. You agree that any application (App) you develop and integrate with ZoOm SDKs while using a development token is restricted to internal purposes only. You agree not to demonstrate, showcase or advertise your ZoOm integrated app to any third party in person, at any meeting, event, trade show or similar occasion, or via digital media through any online channel such as but not limited to social media, online video or webinars

4.7You agree that you are solely responsible for (and that FaceTec has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the SDKs, and for the consequences of your actions (including any loss or damage which FaceTec may suffer) by doing so.

4.8You agree that you will not bill any end users for the use of the SDKs in your applications and that the SDKs will always be available free of monetary charge or any other requirement; including entering of personally identifiable information, answering questions, viewing ads or any other form of required action or reciprocation.

4.9You agree that you are solely responsible for (and that FaceTec has no responsibility to you or to any third party for) any breach of your obligations under the 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 FaceTec or any third party may suffer) of any such breach.

5. Your Developer Credentials

5.1You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by FaceTec or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

6. Privacy and Information

6.1In order to continually innovate and improve the software, FaceTec may collect data and usage statistics from the ZoOm Login Demo App and the Software Development Kit (SDKs) using the Development Token including but not limited to a unique identifier, associated IP address, version number of the software, images, biometric data, and information about which tools and/or services in the SDKs are being used and how they are being used. Please note, that when the SDKs are using a production token no images or biometric data ever leave the end-user’s device.

6.2The anonymous data collected is only used to operate our business, provide our products and services, improve existing products and services, develop new products and services, and to improve and personalize your experiences interacting with the software

6.3We will not disclose your Personal Data to any third party without your approval as stated in our Privacy Policy. This includes disclosures that will enable us to fulfill our obligations to you, and allows us to manage our business operations.

6.4The data collected is examined in the aggregate to improve the SDKs and is maintained in accordance with FaceTec's Privacy Policy which can be found at ZoOmLogin.com and FaceTec.com.

7. Third Party Applications

7.1If you use the SDKs to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that FaceTec is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that FaceTec is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.

7.2You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

7.3You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties.

8. Using ZoOm APIs

8.1 FaceTec Data APIs

8.1.1If you use any API to retrieve data from FaceTec, you acknowledge that the data may be protected by intellectual property rights which are owned by FaceTec or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.

8.1.2If you use any API to retrieve a user's data from FaceTec, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.

9. Terminating this License Agreement

9.1The License Agreement will continue to apply until terminated by either you or FaceTec as set forth below.

9.2If you want to terminate the License Agreement, you may do so by ceasing your use of the SDKs and any relevant developer credentials.

9.3FaceTec may at any time, terminate the License Agreement with you if:

9.4When the License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and FaceTec have benefited from, been subject to (or which have accrued over time whilst the 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. FaceTec will however retain the rights to all data from you and end users collected over the term of the license agreement.

10. Disclaimer of Warranties

10.1YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDKs IS AT YOUR SOLE RISK AND THAT THE SDKs ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM FaceTec.

10.2YOUR USE OF THE SDKs AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDKs 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.

10.3FaceTec 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.

11. Limitation of Liability

11.1YOU EXPRESSLY UNDERSTAND AND AGREE THAT FaceTec, 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 FaceTec OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

12.1To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless FaceTec, 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 attorneys fees) arising out of or accruing from (a) your use of the SDKs, (b) any application you develop with the SDKs 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 the License Agreement.

13. Changes to the License Agreement

13.1FaceTec may make changes to the License Agreement as it distributes new versions of the SDKs. When these changes are made, FaceTec will make a new version of the License Agreement available on the website where the SDKs are made available.