Development Terms and Conditions

ZoOm® SDK, FaceTec Managed Cloud and Client Cloud Software Licensing Agreement

Last Updated: September 12th, 2018

1. Introduction

1.1The ZoOm® Software Development Kit (SDK), FaceTec Managed Cloud and Client Cloud packaged library (referred to in this Agreement as the "Software Services" and "SOFTWARE SERVICES") is licensed to you subject to the terms and conditions of this Development License Agreement. This Development License Agreement forms a legally binding contract between you and FaceTec in relation to your use of the Services.

1.2"Software" means the computer programs described in 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 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 an organization.

1.6"Developer" means an individual, or individuals who are part of an organization who Install or Use the Software Services.

1.7"End user" means an individual who is interfacing with the Software Services to enroll or authenticate themselves in order to gain access to services provided by Developer. An end user may be a customer, account holder, employee, associate, investor, student, faculty member or any individual with a similar relationship with the organization using the the Software Services.

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

2. Accepting this Development License Agreement

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

2.2You must be 18 years of age or older to agree to this licensing agreement.

2.3By using the Software Services, you hereby agree to the terms of the Development License Agreement.

2.4You may not use the Software Services and may not accept the Development License Agreement if you are a person barred from receiving the Software Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Software Services.

2.5If you are agreeing to be bound by the Development 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 Development License Agreement. If you do not have the requisite authority, you may not accept the Development License Agreement or use the Software Services on behalf of your employer or other entity.

3. Development License from FaceTec

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

3.2You may not use the Software Services to develop applications for platforms other than web browsers, Android and iOS (including non-compatible implementations of either).

3.3You agree that FaceTec or third parties own all legal rights, title and interest in and to the Software Services, including any Intellectual Property Rights that subsist in the Software Services. "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 Software Services for any purpose not expressly permitted by FaceTec. 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 Software Services or any part of the Software Services.

3.5You agree that the form and nature of the Software Services that FaceTec provides may change without prior notice to you and that future versions of the Software Services may be incompatible with applications developed on previous versions of the Software Services. You agree that FaceTec may stop (permanently or temporarily) providing the Software Services (or any features within the Software Services) to you or to end users generally at FaceTec's sole discretion, without prior notice to you.

3.6Nothing in the Development 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.

3.7You agree that you will not remove, obscure, or alter any copyrighted logos or proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software Services.

4. Use of the Software Services by You or Your Company

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

4.2You agree to use the Software Services and write applications only for purposes that are permitted by (a) the Development 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 Software Services to develop applications for end users, you will protect the privacy and legal rights of those users. If the end 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 and in compliance with local laws (ex. GDPR). If the user provides your application with face images via the Software Services, your application may only use that biometric information to provide access to your application and for no other reason, and only when the user has given you permission to do so. You agree to require the end users of your application to confirm that they are 13 years of age or older.

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 (.framework files, .aar files, wasm files, etc.) of the Software Services (collectively, "Reverse Engineering") or permit or induce the foregoing.

4.5You agree that you will not engage in any activity with the Software Services, 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.

4.6You agree that any application you develop and integrate with the Software Services while using a development token is restricted to internal purposes only. You agree not to demonstrate, showcase or advertise your Software Services integrated application 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, without prior written approval of FaceTec.

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 Software Services, 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 end users for the specific or dedicated use of the Software Services in your applications and that the Software Services will always be available to the end users 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 Development 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. Software Services Credentials

5.1You agree that you are responsible for maintaining the confidentiality of any Development 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 Development credentials.

6. Privacy and Information

6.1To continually improve and the Software Services, FaceTec may collect user data, images, device information, operating system information, usage metrics and usage statistics from the Software Services and any app or webpage using Software Services with a development token. Any data that is transferred to the server via FaceTec’s secure API is anonymized including a unique identifier, associated IP address, software version number, image data, biometric data, and information about which tools and/or services in the SDK are being used.

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 User experiences interacting with the software.

6.3We will not disclose end user Personal Data to any third party without explicit end user approval as stated in our Privacy Policy, unless required by law, such as to comply with a court ordered subpoena, or similar legal process when we believe disclosure is necessary to protect our rights, investigate fraud, or respond to a government request.

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

6.5 Please refer to the ZoOm® SDK, FaceTec Managed Cloud and Client Cloud Privacy Policy for further privacy information.

6.6EU GDPR Compliance

6.6.1 How FaceTec Collects, Uses and Stores End User Data

In order to create the biometric data we use to successfully process User enrollment and login sessions, we gather the following things:

6.6.2 How FaceTec Shares Data We Collect From End Users and Developers

We do not share any of the data we collect with any other organization as a rule. The exceptions will only be when there is a lawful request related to an unlawful act, such as a breach or theft of data.


6.6.3 Access and Options to Manage User Data

End users have control over their information. You must provide end users the ability to do the following:

At the same time, we provide the following information about us:

7. Third Party Applications

7.1If you use the Software Services 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 Development License Agreement does not affect your legal relationship with these third parties.

8. Using ZoOm APIs

8.1If you use any FaceTec Data 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.

8.1If you use any FaceTec Data 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 Development License Agreement

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

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

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

9.4When the Development 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 Development 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 Development Development License Agreement.

10. Disclaimer of Warranties

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

10.2YOUR USE OF THE SOFTWARE SERVICES AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE SERVICES 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 Software Services, (b) any application you develop with the Software Services 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 Development License Agreement.

13. Changes to the Development License Agreement

13.1FaceTec may make changes to the Development License Agreement as it distributes new versions of the Software Services. When these changes are made, FaceTec will make available the most recent approved version of the Development License Agreement on the website where the Software Services are made available.