Ipsotek End User Licence Agreement
IMPORTANT — PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE PROGRAM, THE LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE LICENSEE DOES NOT AGREE, DO NOT INSTALL OR USE THE PROGRAM AND CONTACT IPSOTEK IMMEDIATELY FOR RETURN INSTRUCTIONS.
The Program (the “Program”) installed on the hardware accompanying this licence is licensed solely to the named entity identified in Ipsotek’s business records (the “Licensee”) subject to the terms of this Licence, unless such terms are expressly and unambiguously amended by a separate written licence agreement between Licensee and Ipsotek. Licensee is deemed to accept these terms by use of the Program or by signing this licence agreement. If Licensee has not signed this agreement and uses the Program but does not agree with these terms, Licensee must within five business days after receipt of the Program return the Program to Ipsotek at Tuition House, 27-37 St George’s Road, Wimbledon, London SW19 4EU (“Ipsotek”).
THIS IS A LICENCE AND NOT A SALE
1. Licence
1.1. Subject to the terms and conditions of this Licence Agreement (“Licence”), Ipsotek grants solely for use by the entity of record in Ipsotek’s business records a non-exclusive, non-transferable licence to install and use the Program solely for its own internal business purposes and solely in accordance with its specifications.
1.2. All proprietary rights and trade secrets in the Program, and all copies (in whole or part) shall be the exclusive property of Ipsotek (and its licensors), and are protected by laws and international treaty provisions. Licensee shall have no right, title, or interest therein except for the rights expressly granted under this Licence.
1.3. This Licence may not be assigned, sub-licensed or otherwise transferred or used for the benefit of third parties without the prior written consent of Ipsotek.
1.4. Licensee may not use, copy, alter, merge, adapt, modify, rent, or lease the Program or any copy thereof, in whole or in part, except as expressly provided in this licence or under applicable statutes. Except to the extent applicable statutory law specifically prohibits such restrictions, Licensee shall not reverse engineer or decompile the Program for any reason. Neither Licensee nor its personnel who have access to the Program may use the Programs to design software with similar or competitive functionality for distribution to third parties.
2. Confidentiality
Each Party shall treat as confidential any Confidential Information received or made available from the other Party under the execution of the Agreement and shall not disclose the same or any particulars thereof to any third party without the prior written consent of the other Party. For the purpose of this Clause "Confidential Information" shall include without limitation, Proposal, pre-sale and any commercial document, Software Product and associated Documentation, operating manuals, specifications and any information or knowledge which relates to the business or trade secrets of either Party whether communicated orally or by electronic media or in writing to the other Party.
The Party to whom Confidential Information has been disclosed shall disclose the same only to those of its employees and/or its Contractors who are directly involved or engaged for the purposes of the Agreement and who need to know the same and will ensure that such employees and/or Contractors are aware of and comply with these obligations of confidentiality.
The obligations of confidentiality contained herein shall however not apply to information which:
i) has come within the public domain otherwise than by breach of this Section or by breach of any agreement between the parties, or
ii) has been obtained from a third party who is free to divulge the same, or
iii) is required by law or any competent regulatory body provided that the Party which is required to disclose shall use all reasonable efforts to prevent or limit the disclosure and give the other Party prompt notice of it.
Upon completion of the Products delivery and/or execution of the Services of an applicable Agreement, each Party shall return or destroy all Confidential Information received from the other Party in connection with the performance of this Agreement.
This obligation of confidentiality shall remain in force during the term of the Agreement(s) and for three (3) years after its termination, or ten (10) years after its disclosure for Confidential Information that includes intellectual property right items.
3. Limited Warranty and Disclaimer
3.1. Ipsotek warrants that when used in accordance with this Agreement and the scope documentation provided with the Program (“Specifications”) will perform materially in accordance with the Specifications for a period of twelve (12) months from the date of delivery ("Warranty Period"). .
3.2. Ipsotek warrants that prior to delivery of the Program to Licensee, Ipsotek has used commercially reasonable efforts to prevent the Programs from being infected with, and any modified or enhanced versions of the Programs prepared by, or at the direction of, Ipsotek from being infected with, any “worms”, “viruses”, “Trojan Horses”, “protect codes”, “data destruct keys” or other programs or programming devices that might be used to access, modify, delete or damage the Programs, or other software, computer hardware or data of Licensee.
3.3. If the Program fails to conform to the warranty in Clause 3.1 during the Warranty Period, the Licensee shall notify Ipsotek in writing with reasonable detail of the non-conformance. Ipsotek shall repair or replace the non-conforming Program so that it complies with the Warranty. This shall be the Licensee sole and exclusive remedy for breach of the Warranty.
3.4. The Warranty does not apply to any non-conformance caused by:
i) use of the Program in an environment not approved by Ipsotek in writing or not conforming to the Specifications;
ii) any modification of the Program by any party other than Ipsotek unless authorised by Ipsotek, in advance in writing;
iii) the combination of the Program with products, equipment, infrastructure or software not supplied or approved by Ipsotek;
iv) any failure by the Licensee to install updates or patches issued by Ipsotek.
3.5. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4 AND NOTWITHSTANDING ANY OTHER TERMS IN THIS LICENCE, IPSOTEK MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PROGRAMS TO BE SUPPLIED BY IPSOTEK, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IPSOTEK DOES NOT WARRANT THAT ANY PROGRAMS WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY PROGRAMS CAN BE CORRECTED.
4. Limitation on Liability
IN NO EVENT SHALL IPSOTEK BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF IPSOTEK HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF IPSOTEK HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED THE FEES PAID BY LICENSEE OVER THE PRECEDING TWELVE (12) MONTHS.
5. Indemnity
5.1. Ipsotek shall indemnify Licensee for any claim, demand or cause of action by a third party (“Demand”) to the extent that it is based upon a claim that the Programs infringe any U.K. patent, U.K. trademark, or Berne Convention copyright, or that the Programs misappropriate any trade secret of any third party within the country in which the Site is located. The foregoing indemnification is conditioned on Licensee notifying Ipsotek promptly in writing of such Demand, Licensee giving Ipsotek sole control of the defence thereof (and any negotiations for settlement or compromise thereof), and Licensee cooperating in the defence thereof at Ipsotek’s request and expense, provided that Licensee may, at its own expense, assist in such defence if it so chooses. Ipsotek, at its sole option and expense may: (a) procure for Licensee the right to continue using the Programs; or (b) substitute a non-infringing version of the Programs so that the Programs become non-infringing and still conform to the applicable specifications; or (c) return the license fee paid by Licensee hereunder for the Programs, less an amount equal to straight line depreciation of the Programs over five (5) years, and Licensee shall immediately return the Programs to Ipsotek. Licensee shall not incur any costs or expenses on behalf of Ipsotek under or pursuant to this Section without Ipsotek’s prior written consent.
5.2. Ipsotek shall have no obligation or liability under Clause 5.1 in respect of any Demand arising from or attributable to:
i) use of the Program in a manner not permitted by or inconsistent with this Agreement or Specifications;
ii) modification of the Program by any party other than Ipsotek or its authorised subcontractors;
iii) combination or use of the Program with any product, equipment, infrastructure service, data, or software not supplied or approved by Ipsotek, to the extent the claim arises from such combination;
iv) the Licensee's failure to implement an update, patch, or replacement issued by Ipsotek that would have avoided the alleged infringement; or
v) any data, content, or materials provided by the Licensee for processing by or use with the Program, including any claim that such data or content, materials infringe any third party Intellectual Property Right or violates any applicable law.
5.3. THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEMANDS.
6. Ethical and acceptable use
6.1. Ipsotek is committed to avoiding any adverse human rights impacts, including through the use of the Program. The Licensee acknowledges that the Program may include computer vision capabilities and may process biometric data. The Licensee agrees to use the Program in strict compliance with applicable laws, and the following acceptable use guidelines and ethical standards.
6.2. Lawful and ethical use
6.2.1. This EULA strictly prohibits any use of the Program that may result in, or contribute to, violations of, or adverse impacts on, the human rights of any individual or group. This includes rights set out in the United Nations Universal Declaration of Human Rights, the EU Charter of Fundamental Rights, and other internationally recognized regional human rights frameworks.
6.2.2. The Program may only be used in accordance with the applicable laws and regulations of the jurisdiction, country, or region in which it is operated. This includes but is not limited to (a) legal restrictions regarding what can be surveyed and recorded using the Program; (b) policies governing the collection, process, storage, retention, and deletion of data within the Program; and (c) requirements for the lawful export, transfer, or sharing of data processed by the Program.
6.2.3. It is solely the Licensee’s responsibility to be aware of and comply with such laws and restrictions applicable where it is operating the Program.
6.3. Prohibited use
6.3.1. The Licensee shall not use the technology for unlawful surveillance, profiling based on personal or sensitive attributes, behavioural prediction from biometric data, creation of misleading synthetic content, large-scale tracking or emotional analysis, or any use of personal data that may result in discrimination, exploitation, or manipulation.
6.3.2. Ipsotek reserves the right to determine, in its sole discretion, whether the use of the Program by the Licensee may infringe one of the above principles and consequently decides to suspend or terminate access to the Program accordingly.
7. Term and Termination
7.1. Ipsotek may terminate this Licence immediately upon written notice to Licensee if Licensee breaches the provisions of Clause 1 (Licence). Either party may at its option terminate this Licence immediately upon written notice in the event that the other party: (a) breaches any term of this Licence, which breach remains uncured for a period of thirty (30) days after written notice of such breach to the other party; or (b) becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws.
7.2. ON TERMINATION OF THIS LICENCE FOR ANY REASON LICENSEE SHALL CEASE USING THE PROGRAM AND ALL COPIES OF THE SAME SHALL BE IMMEDIATELY RETURNED TO IPSOTEK.
7.3. The operation of Clauses 3, 5, 6, 7 and 8 shall survive the termination of this Licence.
8. General
8.1. The Program is subject to laws and regulations of the United Kingdom that restrict its export. You agree that you shall not export or "re-export" (transfer) the Program unless you have complied with all applicable United Kingdom and foreign government export controls and approvals.
8.2. If one or more provisions of this Licence are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Licence to the minimum extent required so that this Licence shall otherwise remain in full force and effect and enforceable in accordance with its terms.
8.3. This Licence shall be governed by and construed under the laws of England and Wales, and the parties hereto submit to the exclusive jurisdiction of the courts of England.
8.4. Licensee agrees that this Licence is the complete and exclusive statement of the mutual understanding between the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Licence. It may not be modified or waived except in writing signed by authorized representatives of both parties.
8.5. All notices under this Licence shall be in writing, and shall be deemed given when personally delivered, or after being sent by prepaid certified or registered UK mail to and received by the address of the party to be noticed or such other address as such party last provided to the other by written notice.
8.6. Licensee shall not assign, transfer, or sublicense any obligations or benefit under this Licence without the prior written consent of Ipsotek (and any such attempt shall be void). Ipsotek may assign this Licence in whole or in part.
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THE TERMS OF THIS LICENCE AND AGREES TO BE BOUND BY ITS TERMS.
