SAFR Developer Terms

Evaluation Purposes Only – No Distribution Permitted

SAFR Software End User License Agreement

This Evaluation End User License Agreement (“License”) is a binding agreement between RealNetworks, Inc. (“Licensor“) and the entity or organization you represent as the licensee of the Software (“Licensee“) (together the “Parties“).

Licensor provides the Software solely on the terms and conditions set forth in this License and on the condition that Licensee accepts and complies with them. By using the Software you (a) accept this License and agree that Licensee is legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; and (ii) if Licensee is a corporation, governmental organization, or other legal entity, you have the right, power, and authority to enter into this License on behalf of Licensee and bind Licensee to its terms. If Licensee does not agree to the terms of this License, Licensor will not and does not license the Software to Licensee and you must not install/use the Software or Documentation.

Notwithstanding anything to the contrary in this License or Licensee’s acceptance of the terms and conditions of this License, no license or rights are granted (whether expressly, by implication, or otherwise) to copies of Software that Licensee did not acquire lawfully or that is not a legitimate, authorized copy of Licensor’s Software.

1.     Definitions. The following terms have the following meanings:

“Action” means any claim, action, demand, lawsuit, investigation, or proceeding of any nature, whether at law, in equity, administrative, regulatory, or otherwise.

“Authorized User” means individual persons authorized by Licensee to use the Software pursuant to the license granted under this License.

‌”Documentation” means the SAFR Ethics Policy, user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee” has the meaning set forth in the preamble.

“Licensor” has the meaning set forth in the preamble.

‌”Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Recognition Data” means facial recognition data or image recognition data created and collected through the Software.

“SAFR Cloud Service” means the cloud service solution offered by Licensor to enable the Software to store Recognition Data and perform recognition tasks. 

“Sample Code” means sample source code provided hereunder that demonstrates how certain functions are performed using the Software.

“Software” means the facial and object recognition software programs distributed under the SAFR™ brand for which Licensee is procuring a license hereof.

“Term” has the meaning set forth in Section 11.

“Third Party” means any Person outside the Licensee’s organization.

2.     License Grant and Scope. Subject to and conditioned upon Licensee’s strict compliance with all terms and conditions set forth in this License Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Software and the Documentation. This license grants Licensee the right to:

(a)   download and install the Software only on computer(s) owned or leased, and controlled by, Licensee. In addition to the foregoing, Licensee has the right to make one copy of the Software solely for backup purposes. All copies of the Software made by the Licensee will be the exclusive property of the Licensor and will be subject to the terms and conditions of this License.

(b)   use and run the Software as properly installed in accordance with this License and the Documentation, solely as set forth in the Documentation and solely for Licensee’s internal business purposes.

(c)    use the Documentation solely with the Software.

3.     Use Restrictions. Licensee will not, and will require its Authorized Users not to, directly or indirectly:

(a)   ‌use the Software or Documentation beyond the scope of the license granted under Section 2;

(b)   modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

(c)    combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs other than as specifically permitted by the Documentation;

(d)   reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(e)   remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

(f)    except as expressly set forth in Section 2 copy the Software or Documentation, in whole or in part;

(g)   rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network, virtual private network, virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h)   use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:

i.     power generation systems;

ii.     aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;

iii.     safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

iv.     military or aerospace applications, weapons systems, or environments;

(i)     use the Software or Documentation in violation of any law, regulation, or rule; or

(j)     use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage. 

4.     License Key and Sample Code.

(a)   License Key. Licensee is responsible for keeping the license key secure and may not share or otherwise distribute the license key on any private or public networks to be accessed by any person who is not an Authorized User.  Licensee will be responsible for all activities arising out of use of the license key provided to Licensee.

(b)   Sample Code. Licensee may only use the Sample Code in accordance with the Documentation and may not use the Sample Code with any third party product or service which competes with the Software.

5.     Privacy and Data Protection.

Licensee is responsible and liable for familiarizing itself and Authorized Users on the local laws and regulations relating to the use of the Software. Licensee hereby undertakes and agrees to use the Software in compliance with such laws and regulations. 

(a)   Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for obtaining all necessary approvals from the end users and regulatory institutions relating to collection of data, and for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this License.

6.     Compliance Measures.

The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 3. Licensee will not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

7.     Maintenance and Support.

(a)   Licensor will have no responsibility to provide support to the Licensee, unless Licensee has executed a separate contract for support with Licensor.

(b)   Notwithstanding Section 7(a), Licensor at its sole discretion may develop and provide updates, and Licensee agrees that Licensor has no obligation to develop any updates at all or for particular issues. Licensee further agrees that all updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this License.

8.     Collection and Use of Information.

(a)   In the event Licensor chooses to use SAFR Cloud Service with the Software, the collection, use and removal of data including Recognition Data will be governed by the applicable SAFR Cloud Services contract.

(b)   In the event Licensor chooses a local version of the Software, such as SAFR Embedded SDK, it is configured not to share Recognition Data with the Licensor. In such event Licensee undertakes to take all reasonable precautions not to inadvertently share such data with the Licensor.

(c)    In each case specified above, Licensor may, directly or indirectly collect and store non-personally identifiable information regarding use of the Software and about equipment on which the Software is installed.

(d)   Licensee agrees that the Licensor may use the information referenced in Section 8(c) for any purpose including but not limited to:

                         i.         improving the performance of the Software or developing Software updates;

                       ii.         verifying Licensee’s compliance with the terms of this License; and

                      iii.         enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.

9.     Attribution

Licensee agrees to display any attribution(s) required by Licensor as described in the Documentation. Licensor hereby grants to Licensee a nontransferable, nonsublicenseable, nonexclusive license while the License is in effect to display Licensor’s brand features for the purpose of promoting or advertising that Licensee is using the Software. Licensee must only use the brand features in accordance with the Documentation and for the purpose of fulfilling the obligations under this Section.

10.  Intellectual Property Rights.

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this License or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this License. Licensor reserves the entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this License. Licensee will use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor, at Licensor’s sole expense, in any Action taken by Licensor to enforce its Intellectual Property Rights.

11.  Term and Termination.

(a)   This Software is provided for evaluation purposes only. Therefore this License will terminate upon the expiration of the time period specified during the sign up, or if no time period was specified at the sign up, thirty (30) days from the date Licensee created an account with the Licensor.

(b)   Licensee may terminate this License at any time by ceasing to use and destroying all copies of the Software and Documentation.

(c)    This License will automatically terminate:

i.         If Licensor breaches this License and such breach: (1) is incapable of cure; or (2) being capable of cure, remains uncured within ten (10) days after Licensor provides written notice thereof; or

ii.         If Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

(d)   Upon expiration or earlier termination of this License, the license granted hereunder will also terminate, and Licensee will cease using and destroy all copies of the Software and Documentation. 

12.  Warranty Disclaimer.

THE SOFTWARE AND DOCUMENTATION IS PROVIDED UNDER THIS LICENSE WITHOUT IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; OR WARRANTIES THAT THE SOFTWARE AND DOCUMENTATION ARE FREE OF DEFECTS OR SECURE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

13.  Limitation of Liability.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR: ANY INDIRECT; INCIDENTAL; SPECIAL; OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE); INCURRED BY EITHER PARTY WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY’S INDEMNITY OBLIGATIONS FOR THIRD PARTY ACTIONS UNDER SECTION 14 ARE EXCEPTED FROM THIS LIMITATION.

14.  Indemnification.

Licensee agrees to indemnify, hold harmless, and defend Licensor and its officers, directors, employees, customers, agents and successors from and against any and all damages, costs and expenses, including reasonable attorneys’ fees, incurred in connection with any third party Action arising out of or relating to Licensee’s use of the Software beyond the scope of the license in the License or any modification of the Software, on condition that Licensor promptly notifies Licensee of the Action and Licensee has sole control over its defense or settlement, and Licensor provides reasonable assistance in the defense of same at Licensee’s expense.

15.  US Government Rights.

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the United States government or any contractor therefor, Licensee will receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

16.  General.

(a)   Assignment. Licensee may not assign, transfer, or otherwise dispose of this License, or any rights or obligations hereunder, without Licensor’s prior written consent, in Licensor’s sole discretion. This License will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

(b)   Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this License that, by its nature, should survive termination or expiration of this License, will survive any expiration or termination of this License: Section 4, Section 5, Section 6, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14 and this Section 16.

(c)    Miscellaneous. This License, together with its attachments, constitute the complete and exclusive agreement between Licensor and Licensee with respect to its subject matter, and supersede all prior oral or written understandings, communications or agreements. This License may not be modified except in a writing duly signed by authorized officers of Licensor and Licensee. The waiver by either Party of any breach of this License by the other Party will not waive subsequent defaults by such Party of the same or a different kind. If any provision of this License is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof.

(d)   Jurisdiction. This License will be governed by and construed in accordance with the laws of Washington State, USA, excluding that body of law known as conflicts of law. Any Action or proceeding relating to this License must be brought in the Washington. This License will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Last Updated June 30, 2019