Cloud Services Addendum
This Cloud Services Addendum (“Cloud Services Addendum”) is entered into by and between RealNetworks LLC (“REAL”) and Licensee as described below and is effective on the Effective Date for this Addendum.
1. Definitions
“Agreement” means the agreement entered between REAL and Licensee relating to licensing REAL’s products and services.
“Cloud Services” means the cloud based services described in the Order Form or Documentation.
“Effective Date” means the start data for the Cloud Services as specified in the Order Form.
“Licensee” means the entity that has entered into an Agreement with REAL and chooses to use Cloud Services to supplement the products and services offerings in the Agreement.
“Order Form” means the ordering document that describes inter-alia price, duration and any other special conditions applicable to this Cloud Services. In the event of a conflict between this Cloud Services Addendum and the Order Form, the latter will prevail to the extent of such conflict.
“Recognition Data” means facial recognition data or image recognition data created and collected through the SAFR Software and uploaded to the Cloud Services.
“Resultant Data” means aggregated and/or anonymized data relating to Licensee’s use of the Cloud Services including statistical and performance information. For the purpose of clarification, Resultant Data will only include performance data relating to the Cloud Services and will not include any personally identifiable information.
“Services” means Cloud Services together with the products and services procured under the Agreement.
2. Scope. This Cloud Services Addendum sets forth the additional terms applicable to the Cloud Services offered by REAL as an add-on to the products and services provided by REAL under the Agreement. Any term not defined herein will have the same meaning as defined in the Agreement.
3. Suspension of Cloud Services. Notwithstanding anything in the Agreement to the contrary, in addition to REAL’s rights to suspend products under the Agreement, REAL may immediately suspend Licensee’s and/or any Authorized User’s access to all or any portion of the Cloud Services if REAL reasonably believes that:
(a) Licensee, or any Authorized User, is using REAL’s products or services for fraudulent or illegal activities;
(b) REAL’s provision of the Cloud Services to Licensee or any Authorized User is prohibited by applicable law;
(c) Licensee or any Authorized User is in breach of use restrictions specified in the Agreement;
(d) There is a threat to or attack on any of the REAL’s Intellectual Property; or
(e) Licensee or any Authorized User’s use of REAL’s Intellectual Property disrupts or poses a security risk to REAL’s Intellectual Property or to any other Licensee or vendor of REAL.
REAL will exercise commercially reasonable efforts to notify Licensee prior to suspending any Cloud Services pursuant to this Section 3. In the event REAL does not notify Licensee prior to suspending any Cloud Services, REAL will notify Licensee of the Service Suspension as promptly as reasonably practical thereafter. In the event of any suspension pursuant to this Section 3, Licensee shall continue to be obligated to pay the fees for the Cloud Services during such period of suspension. If REAL suspends a Cloud Service, unless REAL has subsequently terminated such Cloud Service in accordance with the terms of the Agreement, REAL will resume the suspended Cloud Service as soon as reasonably practical after REAL is reasonably satisfied that the reason giving REAL the right to suspend has been cured or resolved, as applicable. REAL will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a suspension.
4. Licensee Indemnification. In addition to the indemnification obligations contained in the Agreement, Licensee agrees to defend, indemnify and hold harmless REAL, and each of their respective agents, officers, directors, representatives and employees from and against all Actions, to the extent arising from: (i) any use of the Cloud Service other than in accordance with the Documentation and the Agreement; (ii) a modification to the Cloud Service made or caused by Licensee or any other party acting on behalf of Licensee; (iii) any Recognition Data; (iv) use of the Cloud Service in violation of applicable law or for any other unauthorized purposes; (v) use of the Cloud Service after termination or the end of the Term as defined in Section 6 below; (vi) use of the Cloud Service in combination with any hardware, software, application, equipment, technology or material that was not recommended by REAL; (vii) Licensee’s (or any Authorized User’s) failure to use any new or corrected version of the Cloud Service made available by REAL to Licensee;, or (viii) Licensee’s or any Authorized User’s negligence or willful misconduct.
5. Ownership, Licensing, and Use of Licensee Data.
(a) REAL acknowledges that, as between REAL and Licensee, Licensee owns all right, title and interest, including all intellectual property rights, in and to the Recognition Data.
(b) Licensee hereby grants to Real the following licenses relating to the Recognition Data:
(i) A non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Recognition Data to provide the Cloud Services to Licensee; and
(ii) in accordance with applicable local laws, a perpetual, royalty-free right and license to adapt, modify and reproduce the Recognition Data and Resultant Data for the limited purpose of improving its recognition algorithm associated with the Software. For clarification purposes, “improving its recognition algorithm” means advancements to the accuracy, performance and quality of the Services while reducing bias.
6. Term, Termination and Data Portability.
(a) The term for the Cloud Services (“Term”) is the period specified in the Order Form, or the Agreement, whichever is shorter. Upon the expiration of the Term, the Licensee must stop using the Cloud Services.
(b) Upon expiration or termination of the Cloud Service:
(i) Licensee will have no further access to any of the Recognition Data used in connection with the Cloud Services or any configurations used in connection with the Cloud Services.
(ii) Upon receipt of Licensee’s request, which must be submitted within thirty (30) days of the end of the Term, Real will provide a copy of the Recognition Data to Licensee in REAL’s standard database export format.
(iii) Upon receipt of Licensee’s request, which must be submitted within thirty (30) days of the end of the Term, Real will delete all the Recognition Data that has not been utilized for improvements pursuant to section 5(b) (ii) above.
(iv) For the avoidance of doubt, any Recognition Data that has already been utilized for the improvement of the recognition algorithm of the Software will not be deleted and will be retained for as long as necessary to re-train and improve the algorithms. Real specifically undertakes and warrants that the Recognition Data retained will not be used to specially identify any individuals nor will be shared with any third parties except under the limited conditions set out in the Privacy Policy.
7. Access and Security. Real will employ all current standard physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to prevent any unauthorized access to the Cloud Services and Recognition Data.
