SAFR Embedded Software End User License Agreement

Last Modified: June 09th, 2023

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

Licensor provides the SAFR Embedded Software (“Software”) solely on the terms and conditions set forth in this Agreement and on the condition that Licensee accepts and complies with them.

BY CLICKING THE “ACCEPT” BUTTON OR BY USING THE SOFTWARE PROVIDED BY LICENSOR, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) LICENSEE IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT LEGAL ENTITY AND TO BIND THAT LEGAL ENTITY TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND LICENSEE MUST NOT INSTALL/USE THE SOFTWARE OR DOCUMENTATION.

Notwithstanding anything to the contrary in this Agreement or Licensee’s acceptance of the terms and conditions of this Agreement, no license or right is 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:

“Applications” means one or more software implementations that combine the Software with a general user interface (GUI) to enable users’ interaction with the Software.

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

“Documentation” means the 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, patent applications, 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.

“Person” means an individual, corporation, partnership, joint venture, Limited Liability Company, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information relating to any identified or identifiable natural person.

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

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

“Term” has the meaning set forth in Section 10.

“Third Party” means any natural person or legal entity besides Licensee (as a natural person) or outside the Licensee’s organization (as a legal entity).

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

2.1. download, install and execute a copy of the Software on one device owned or leased, and controlled by Licensee; and
2.2. use the Documentation solely with the Software.

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

3.1. use or copy the Software or Documentation beyond the scope of the license granted under Section 2 or in disagreement with any terms of this Agreement;
3.2. modify, translate, adapt, or otherwise create derivative works, customizations, or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
3.3. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
3.4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
3.5. remove, delete, alter, or obscure any trademarks, logo, copyright, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
3.6. 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 (other than to Third Parties who provide maintenance or support services, or both, to Licensee in relation to the Software) for any reason;
3.7. use the Software or Documentation in violation of any law, regulation, or rule; or
3.8. 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.

  1. Automatic Software Updates. Licensor may from time to time develop patches, bug fixes, updates, and other modifications to improve the performance of the Software and related services (“Updates”). Licensee consents to these automatic Updates. If Licensee does not want such Updates, Licensee’s remedy is to stop using the Software. If Licensee does not cease using the Software, Licensee will receive Updates automatically. Licensee acknowledges that Licensee may be required to install Updates to use the Software and Licensee agrees to promptly install any Updates Licensor provides.
  1. Privacy and Data Protection.

5.1. If Licensor processes personal information on its own behalf, Licensor’s Privacy Policy (at SAFR Privacy Policy) will govern the collection and use of personal information relating to the use of the Software; any information provided by the Licensee, its Authorized Users, or otherwise processed by Licensor on behalf of the Licensee acting as a controller/business, will be governed under this Agreement by Licensor’s SAFR Cloud Terms, Licensor’s Privacy Policy, and by Licensee’s own privacy policy.

5.2. Licensee is responsible and liable for familiarizing itself and Authorized Users on the local laws and regulations relating to the use of the Software for the purposes of processing any Personal Information. Licensee hereby undertakes and agrees to use the Software in compliance with such laws and regulations. In addition, Licensee undertakes and is liable to (a) provide appropriate notices to individuals about use of the Software and the Application (including its data collection and use); and (b) obtain all necessary approvals from the end users and regulatory institutions relating to collection of data. Licensee is also liable 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 Agreement.

  1. 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.
  1. 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.

  1. Maintenance and Support.

8.1. Licensor will have no responsibility to provide support to the Licensee unless it is specified in the terms of sale or otherwise provided by the licensor or an authorized reseller with an accompanying hardware device.

8.2. Notwithstanding Section 8.1, 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 Agreement.

  1. Intellectual Property Rights.

9.1. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold to Licensee. There is no implied license in this Agreement. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement 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 Agreement. Licensor reserves the entire right, title, and interest in and to the Software and the Documentation, and all Intellectual Property Rights arising out of or relating to the Software and the Documentation, except as expressly granted to the Licensee in this Agreement. Licensee will use commercially reasonable efforts to safeguard all Software and the Documentation (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 Licensor’s Intellectual Property Rights in the Software or Documentation, and fully cooperate with Licensor, at Licensor’s sole expense, in any legal action taken by Licensor to enforce its Intellectual Property Rights.

9.2. Without any further consideration and/or compensation, all suggestions or feedback provided by Licensee to Licensor with respect to the Software shall be Licensor’s property. Licensor may freely use, copy, modify, publish, or redistribute the suggestion or feedback for any purpose. Licensee irrevocably waives any and all claims Licensee may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to any suggestion or feedback. Finally, Licensee also agrees that Licensor does not waive any rights to use similar or related ideas previously known to Licensor, developed by its employees, or obtained from other sources.

9.3. This Agreement does not govern certain items of software included with the Software which are subject to “open source” or “free software” licenses (“Open-Source Software”) and are owned by third parties. Each item of Open-Source Software is licensed under the terms of the end user license that accompanies such Open-Source Software. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any license for a particular Open-Source Software, Licensor makes such Open-Source Software, and Licensor’s modifications to that Open-Source Software, available by written request to Licensor at the mailing address listed hereunder.

  1. Term and Termination.

10.1. This Agreement and the license granted hereunder are effective on the date Licensee accepts these terms or when Licensee’s first uses the Software or Documentation, whichever occurs first, and will remain in effect until terminated as set forth herein:

10.1.1. if the Licensee is using an evaluation version, trial version, or subscription version of the Software, this Agreement and license will terminate at the expiration of the applicable evaluation, trial or subscription period; or

10.1.2. if the Licensee is using a paid version of the Software, this Agreement and license will continue until the expiration of the period specified in the terms of sale. Licensee may terminate the Agreement at any time by ceasing to use and destroying all copies of the Software and Documentation, provided that Licensee pays any outstanding fees or balances immediately after termination

10.2. Licensor may terminate this Agreement anytime by notifying the Licensee of its intention to terminate this Agreement, provided that Licensee pays any outstanding fees or balances immediately after termination.

10.3. This Agreement will automatically terminate, at Licensor’s subjective discretion, and without any further consideration or compensation to Licensee:

10.3.1. if Licensee fails to comply with any terms hereunder;

10.3.2. if Licensee breaches this Agreement 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

10.3.3. 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.

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

  1. Warranty Disclaimer.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE SOFTWARE AND DOCUMENTATION UNDER THIS AGREEMENT “AS IS,” WITHOUT SUPPORT OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT; OR WARRANTIES THAT THE SOFTWARE AND DOCUMENTATION ARE FREE OF DEFECTS, VIRUS, INTERRUPTIONS OR SECURE. LICENSEE BEARS THE ENTIRE RISK IN CONNECTION WITH ITS USE OF THE SOFTWARE UNDER THIS AGREEMENT. LICENSEE WILL BE SOLELY RESPONSIBLE FOR (AND LICENSOR DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
  1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE DISCLAIMERS OF SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, 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 13 ARE EXCEPTED FROM THIS LIMITATION. NOTWITHSTANDING THE FOREGOING, LICENSOR’S CUMULATIVE LIABILITY UNDER THIS LICENSE WILL NOT, IN ANY EVENT, EXCEED THE LICENSING FEES ACTUALLY PAID FOR THE APPLICABLE SOFTWARE IN THE PRIOR TWELVE (12) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. LICENSOR DISCLAIMS ALL LIABILITY OF ANY KIND OF LICENSOR’S RESELLERS AND SUPPLIERS.
  1. Indemnification. Licensee agrees to indemnify, hold harmless, and defend Licensor and its officers, directors, employees, customers, suppliers, 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 or Documentation beyond the scope of the license in the Agreement or any modification of the Software or Documentation, on the conditions that: (a) Licensor promptly notifies Licensee of the third-party action; (b) Licensee has sole control over its defense or settlement; and (c) Licensor provides reasonable assistance in the defense of same at Licensee’s expense.
  1. Confidentiality. Confidential Information” means the Software, the Documentation and any other information disclosed either in writing or orally by Licensor that is confidential or proprietary in nature, whether of a technical, business, or other nature and whether marked confidential or proprietary. For purposes of this Agreement, Confidential Information does not include any information that Licensee can prove (a) is or becomes, from no act or failure to act on Licensee’s part, generally known in the relevant industry or in the public domain, (b) was lawfully in Licensee’s possession before the disclosure of such information, (c) was received by Licensee from a third party under no duty or obligation to maintain the confidentiality of such information, or (d) was separately developed by Licensee without reliance on any other Confidential Information. Licensee will keep the Confidential Information in confidence  during and for three (3) years after the Term; any source code Licensee receives shall be held in confidence in perpetuity. Licensee will not disclose, disseminate, or otherwise publish or communicate such Confidential Information to any third party without Licensor’s prior written consent. Licensee will not use such Confidential Information for any purpose other than as necessary for the performance of Licensee’s activities permitted under this Agreement. Licensee shall notify Licensor in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement and will cooperate with Licensor in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If Licensee is required by a valid court order or subpoena to disclose such Confidential Information, Licensee shall: (a) immediately notify Licensor; (b) cooperate with Licensor in any proper action taken by Licensor to contest it; (c) assert the privileged and confidential nature of the Confidential Information; and (d) limit the scope of such disclosure only to the extent necessary to comply with the applicable legal requirements. The Parties acknowledge that any breach of the confidentiality obligations of this Agreement would cause irreparable harm and, accordingly, that injunctive relief is an appropriate remedy to prevent any threatened or ongoing breach of such obligations. Licensee acknowledges that the Software and Documentation contains valuable proprietary information of Licensor, and that any actual or threatened breach of Section 3 (Use Restrictions) of this Agreement will constitute immediate, irreparable harm to Licensor for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
  1. 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 US 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.
  1. Export Control. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to strictly comply with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain authorization to export, re-export, or import the Software and related technology, as may be required. Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising from or relating to any breach by Licensee of Licensee’s obligations under this section. Licensee may not use or otherwise export or re-export the Software except as authorized by United States law. In particular, but without limitation, the Software may not be exported or re-exported: (a) into any U.S. embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Licensee represents and warrants that: (x) Licensee, as a natural person, is not located in any such country or on any such list; or (y) Licensee, as a legal entity, does not have any majority shareholder who are nationals of any of the embargoed countries. For the purposes hereunder, “majority shareholders” are those who own fifty percent (50%) or more of company’s share or one who exercises direction, control, and coordination of the legal entity. Licensee must immediately notify Licensor of any supervening changes in Licensee’s legal entity that falls into this Section. Licensee also agrees that Licensee will not use the Software or the Documentation for any purposes prohibited by United States law.
  1. Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners or joint ventures. Nothing in this Agreement will be interpreted to provide Licensee with any title or other ownership rights other than those granted herein, in the Software, Documentation and other materials provided by Licensor.
  1. Assignment. Licensee may not assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations hereunder, without Licensor’s prior written consent, in Licensor’s sole discretion. This Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
  1. Governing Law and Venue. This Agreement 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 legal action or proceeding relating to this Agreement must be brought in the Washington. Licensee hereby irrevocably consents to the exclusive jurisdiction and venue of the above-identified court and waive any defense against the choice of law or based on forum non-conveniens. This Agreement 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
  1. Survival. Any provisions and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
  1. Entirety of the Agreement. This Agreement constitutes the complete and exclusive agreement between Licensor and Licensee with respect to its subject matter, and supersedes all prior oral or written understandings, communications, or agreements. This Agreement 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 Agreement by the other Party will not waive subsequent defaults by such Party of the same or a different kind. If any provision of this Agreement 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.
  1. Notices and contact. Any notice, questions, comments, or requests about or related to this Agreement directed to Licensor shall be sent to:

RealNetworks LLC
1501 First Avenue South, Suite 600
Seattle, WA 98134