In order to use the InData Labs FaceSDK, you must first agree to this Agreement. You shall not use the InData Labs FaceSDK if you do not accept this Agreement. You can accept this Agreement by clicking to accept to this Agreement, where this option is made available to you by us in the user interface on https://indatalabs.com; by paying an invoice referring to this Agreement; or by actually using the InData Labs FaceSDK.
You understand and agree that we will treat your use of the InData Labs FaceSDK as acceptance of this Agreement from that point onwards.
InData Labs FaceSDK, consisting of the documentation, source code, and other materials provided to you directly in the applicable SDK download, and any upgrades, modified versions, additions, and improvements therefor, if any (collectively, the ‘SDK’).
The term ‘Licensee’, You’ or ‘you’ means an entity or a private person who is executing or otherwise taking action to be bound by this Agreement; ‘InData Labs’, ‘we’ or ‘us’ means InData Labs Group Limited, a company incorporated in Cyprus (company number: HE335507) with its registered office at: Kyriakou Matsi 16, Eagle House 10th Floor, Agioi Omologites, 1082 Nicosia, Cyprus, and ‘parties’ means both you and us.
Your use of SDK, is subject to your acceptance of the terms of the Agreement whether by (a) clicking to accept or agree to this Agreement, where this option is made available to you; (b) by paying an invoice referring to this Agreement; or (c) by simply using the SDK. If you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind your company or organization to this Agreement.
- SDK License. Subject to the terms of this Agreement and payment of the Licence Fee, InData Labs hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, worldwide license to download and use SDK (or portions thereof) in order to integrate and/or embed it into Licensee’s application (‘Licensee App’), which Licensee App may be sold, licensed, distributed, installed, downloaded, made commercially available, and otherwise exploited directly or indirectly by Licensee to end users worldwide.
- Open Source Licenses.The SDK includes certain open source code software and materials (as shall be listed in the documentation of the SDK) that are subject to their respective open source licenses (‘Open Source Licenses’). Such Open Source Licenses contain a list of conditions with respect to warranty, copyright and other provisions. By executing this Agreement, Licensee undertakes to strictly comply with the provisions of the Open Source Licenses, as may be amended from time to time. In order to comply with the Open Source Licenses, Licensee shall read the respective licenses or notices. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail.
- Confidentiality. The SDK includes the confidential and proprietary information of InData Labs, and Licensee shall not, during the term or thereafter, disclose such information to any third party, or to use it for any purpose other than as expressly provided herein, without a separate written agreement with InData Labs authorizing Licensee to do so.
- Updates and Support. If Licensee is provided with any upgrades, patches, enhancements, or fixes for the SDK (collectively, ‘Updates’), then such Updates will become part of the SDK and subject to this Agreement. InData Labs shall have no obligation to provide any Updates or any other support to Licensee in connection with this Agreement.
- Ownership. Except expressly indicated above, all intellectual property rights in and to the SDK shall vest and remain vested in the InData Labs. Except for the rights expressly granted in this Agreement, the Licensee shall not acquire in any way any title, rights of ownership, or intellectual property rights of whatever nature in the SDK.
- Feedback. If Licensee provides InData Labs Group with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by Licensee for the SDK (‘Feedback’), such Feedback is provided on a non-confidential basis, and InData Labs shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the SDK.
- Warranty. The SDK is provided “As Is” without warranty of any kind. InData Labs does not warrant that the SDK is error free and make no warranties, express or implied, with respect to the SDK, including but not limited to any warranty of fitness for a particular purpose or against intellectual property infringement. Other than as set out in this clause, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
- Term and Termination. This Agreement will remain in effect until terminated. Either party may, without prejudice to its other rights and remedies, by ten (10) days prior notice to the other party terminate this Agreement at any time. In addition, InData Labs may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by Licensee of the SDK or any breach of this Agreement. Following any termination of this Agreement, Licensee must immediately cease use of the SDK and destroy all copies. Clauses 3, 4, 6, 8, 9, 10, and 11 shall survive any termination of this Agreement.
- Limitation of liability. InData Labs’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to 125% of the Licence Fee. Notwithstanding any other provision of this Agreement, the InData Labs’s liability shall not be limited in any way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.
- Exclusion of liability. InData Labs shall not be liable for consequential, indirect or special losses. InData Labs shall not be liable for any of the following: (a) loss of profit; (b) loss or damage to equipment; (c) loss of opportunity.
- General. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the Republic of Cyprus, without giving effect to the principles of conflicts of law. The parties irrevocably agree that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims). A waiver of any provision or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee may not assign this Agreement without the prior written consent of InData Labs. All notices required or permitted under this Agreement will be in writing and will be sent to the addresses set forth in the first page of this Agreement (or such other address as a party may designate in writing). This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
