Wassa provides face a authentication Software Development Kit (the “Services”), through or in connection with our website, accessible at face-lytics.com (the “Site”). Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy and which is incorporated herein by reference into these Terms. These Terms govern your access to and use of the Site and the Services and, except as otherwise provided in these Terms, all text, graphics, images, music, audio, video, information or other materials available through the Site and Services (“Content” and constitute a binding legal agreement between you and Wassa.

1. Licensed software

We offer free, trial and paid licenses and updates to our Facelytics software for purchase via the Site. In order to use the Facelytics software, you must accept the end user license agreement (“EULA”) presented to you at or before the time of installation. Except as otherwise provided herein, your use of the software will be governed exclusively by the EULA, not these Terms. Additionally, certain areas of the Site (and your access to or use of certain Services, Content or User Content (defined below)) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, Content or User Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, Content or User Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR THE SERVICES OR BY POSTING ANY USER CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, CONTENT OR USER CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

2. Modification

Wassa reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and the Services.

3. Eligibility

The Site and Services are intended solely for persons who are 13 or older provided, however, you must be at least 18 to make purchases or submit content to Wassa. If you are between the ages of 13 and 17, you represent that your legal guardian has reviewed and agreed to these Terms. During the registration process, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Wassa reserves the right to suspend or terminate your Facelytics Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Facelytics Account, whether or not you have authorized such activities or actions. You will immediately notify Wassa of any unauthorized use of your Facelytics Account.

4. Purchase; Billing information

Wassa makes Software licenses, upgrades and support services available for purchase and download via the Site and Services. If you choose to make a purchase via the Site and Services, you will be asked to provide customary billing information such as name, company name, billing address, credit card information and VAT number (for EU residents) either to Wassa or its third party payment processor. VAT numbers cannot be added or changed after the purchase is completed. You agree to pay Wassa for all purchases (including all applicable taxes) made via the Site and Services and you hereby authorize the collection of such amounts by charging the credit card provided as part of your order, either directly by Wassa or indirectly, via a third party online payment processor. Wassa may also disable all copies of the Software you have licensed in the event you fail to make all payments due. If you are directed to Wassa’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s Privacy Policy. Please review such third party’s terms and conditions and privacy policy before using the services. All sales are final and there shall be no refunds except as required by law. Further, Wassa will not allow changes to Facelytics Accounts, software license keys and the associated licensed software products after you complete your purchase.

5. Privacy

See Facelytics’s Privacy Policy for information and notices concerning Wassa’s collection and use of your personal information.

6. Ownership

The Site, Services, Content and User Content are protected by copyright, trademark, and other laws of France and foreign countries. Except as expressly provided in these Terms, Wassa and its licensors exclusively own all right, title and interest in and to the Site, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, Content and User Content (other than your own User Content).

7. Content licence

Subject to your compliance with the terms and conditions of these Terms, Wassa grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services, Content or User Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Wassa or its licensors, except for the licenses and rights expressly granted in these Terms.

8. General prohibitions

You agree not to do any of the following:

• Use, display, mirror or frame the Site, or any individual element within the Site, Wassa’s name, any Wassa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Wassa’s express written consent;
• Access, tamper with, or use non-public areas of the Site, Wassa’s computer systems, or the technical delivery systems of Wassa’s providers;
• Attempt to probe, scan, or test the vulnerability of any Wassa system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Wassa or any of Wassa’s providers or any other third party (including another user) to protect the Site, Services or Content;
• Attempt to access or search the Site, Services, Content or User Content (other than your own User Content) or download Content, User Content (other than your own User Content) or Software from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Wassa or other generally available third party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Wassa trademark, logo URL or product name without Wassa’s express written consent;
• Use the Site, Services, Content or User Content (other than your own User Content) in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Content or User Content (other than your own User Content) to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Content or User Content (other than your own User Content);
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
• Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Wassa will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Wassa may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

You acknowledge that Wassa has no obligation to monitor your access to or use of the Site, Services, Content or User Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. You further acknowledge and agree that Wassa reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Without limiting the foregoing, Wassa and its designees shall have the right, at any time and without prior notice, to remove or disable access to any Content or User Content that violates these Terms, is otherwise harmful to the Site or Services, or is otherwise objectionable in Wassa’s sole discretion. You acknowledge and agree that Wassa does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content. You understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable. Furthermore, you acknowledge and agree that if Services are offered or provided through another entity, including, but limited to, through another entity’s website (e.g. Facebook), you agree to abide by that third party’s terms of service, and we encourage you to review such terms of service.

9. Copyright policy

Wassa respects copyright law and expects its users to do the same. Wassa has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Wassa’s Copyright Policy at http://face-lytics.com/legal/copyright-policy for further information.

10. Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that Wassa is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Wassa of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

11. Termination and account cancellation

If you breach any of these Terms, Wassa will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Wassa reserves the right to revoke your access to and use of the Site, Services and Content and to terminate these Terms, with or without cause, at any time. In the event Wassa terminates these Terms for your breach, you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to facelytics@wassa.fr.

12. Disclaimers

THE SITE, SERVICES, CONTENT AND USER CONTENT (OTHER THAN YOUR OWN USER CONTENT) ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WASSA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WASSA MAKES NO WARRANTY THAT THE SITE, SERVICES, CONTENT OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WASSA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, CONTENT OR USER CONTENT OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR USER CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WASSA OR THROUGH THE SITE, SERVICES, CONTENT OR USER CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT WASSA DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE OR SERVICES, NOR DOES WASSA MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. WASSA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

13. Indemnity

You agree to defend, indemnify, and hold Wassa, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Site, Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

14. Limitation of liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, CONTENT AND USER CONTENT REMAINS WITH YOU. NEITHER WASSA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, SOFTWARE, CONTENT OR USER CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WASSA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL WASSA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, SOFTWARE, CONTENT OR USER CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO WASSA FOR USE OF THE SITE, SERVICES, SOFTWARE OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT MADE ANY PAYMENTS TO WASSA, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WASSA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15. Proprietary rights notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Wassa used herein are trademarks or registered trademarks of Wassa. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

16. Controlling law and jurisdiction

These Terms will be governed by and construed in accordance with the laws of France, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The French Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The French Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding the foregoing, you agree that Wassa shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.

17. Entire agreement

These Terms constitute the entire and exclusive understanding and agreement between Wassa and you regarding the Site, Services, Content and User Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Wassa and you regarding the Site, Services, Content and User Content.

18. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Wassa’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Wassa may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

19. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Wassa (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

20. General

The failure of Wassa to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Wassa. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

21. Contacting Wassa

If you have any questions about these Terms, please contact Wassa at facelytics@wassa.fr.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND WASSA HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.

Wassa is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By checking the box with links to this Agreement, clicking “accept” or by downloading, installing or using the Software, you are agreeing that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity. If you do not accept all the terms of this Agreement, then Wassa is unwilling to license the Software to you, and you must destroy all copies of the Software in your possession or control.

1. Grant of License

1. Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable fees, Wassa grants you a non-exclusive, non-transferable license to install and deploy the Software, by a single person to develop Licensee Content during the applicable license term. You may not sublicense the rights granted.
2. Trial Product Restrictions. If you are using a trial version of the Software, you may not publish or distribute any Licensee Content.

2. Restrictions

Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify or create derivative works of the Software; (b) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Software to any third party; (c) make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; (d) use the Software to develop a competing product; or (e) do anything that could cause or result in the Software (including the runtime portion thereof) being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the Software (including the runtime portion thereof) or other software combined or distributed with the Software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Wassa and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

3. Ownership

The Software is licensed, not sold. Wassa retains ownership of the Software including all intellectual property rights therein. The Software is protected by copyright law and international treaties. Wassa reserves all rights in the Software not expressly granted to you in this Agreement. You will not delete or in any manner alter any Wassa or third-party copyright, trademark or other proprietary rights notices or markings appearing on or in the Software (including the runtime portion thereof).

4. Fees and Taxes

You agree to pay all amounts due for the Software as set forth in the applicable Wassa online store cart, quote and/or invoice. All license purchases are subject to the purchases, billing information and other terms set forth in the Facelytics Term of Use and the subscription terms set forth on the Facelytics web site. Wassa may offer other services in conjunction with Software and such services shall be subject to the applicable terms of service and fees. All fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your receipt or use of the Software, except for taxes based on Wassa’s net income. In the event that Wassa is required to collect any tax for which you are responsible, you will pay such tax directly to Wassa. If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish Wassa with written documentation of all such tax payments, including receipts.

5. Consent to Data Collection, Privacy Policy Obligations and Verification

1. You acknowledge and accept Facelytics privacy policy. You agree that the Software (including the Facelytics runtime in your Licensee Content) may send data to Wassa to: (a) check for Software updates; (b) provide aggregated usage statistics of your use of the Software and the use of your Licensee Content by end users; (c) provide analytics and advertising services; and (d) validate license keys in order to prevent unauthorized use. You acknowledge and agree that Wassa may deliver messages and contact you about the Software and other Wassa products and service offerings.
2. You agree to distribute Licensee Content with a privacy policy explaining the data you collect through the Licensee Content and how you collect, use, share, and protect it; and to include a disclosure that Wassa is your service provider and collects certain data from your Licensee Content, along with a link to Facelytics privacy policy, which may be updated from time to time.
3. To ensure compliance with this Agreement, you agree that within thirty (30) days from the date of Wassa or its authorized representative’s request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Software is in compliance with this Agreement along with a signed verification that all such information is complete and correct. Furthermore, if you are a Legal Entity, Wassa or its authorized representatives may upon reasonable prior notice access and inspect your facilities and computer systems to review and verify your compliance with this Agreement. Any such inspection shall be conducted during regular business hours at your facilities or electronically via remote access. In the event you have impermissibly used Facelytics (or other products) or have not paid the applicable fees for all Software you have deployed or used, you agree to promptly pay for such Software and the reasonable inspection costs.

6. Support

You may access the Facelytics documentation the Facelytics web site. You may also email facelytics@wassa.fr for assistance with license keys. Technical support may be offered by Wassa at its sole discretion as described on the Facelytics website. You acknowledge and agree that Wassa has no obligation under this Agreement to provide patches, updates, new releases or new versions of the Software.

7. Term

If you have licensed a trial version of the Software, the license granted under this Agreement will remain in effect for 100 detections, unless earlier terminated in accordance with this Agreement. For paid in full, perpetual licenses, the license granted under this Agreement will remain in effect unless earlier terminated in accordance with this Agreement. For subscription based licenses, the license granted under this Agreement is for the initial subscription period, and thereafter such license will automatically renew on a month to month basis unless you renew the subscription for a new subscription term or terminate and cancel the license as described on the Facelytics web site at the time of license purchase. Wassa may cease offering perpetual licenses and/or updates and new versions for such perpetual licenses and may modify or terminate subscription or other Software license or service offerings at any time. The license granted under this Agreement will automatically terminate, with or without notice from Wassa, if you breach any term of this Agreement or fail to pay all fees due for the license. Upon termination, you must at Wassa’s option either promptly delete and destroy or return to Wassa all copies of the Software in your possession or control. Wassa may also disable the Software you have licensed upon expiration of a subscription term license or in the event you breach this Agreement.

8. No Warranty.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WASSA AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WASSA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. Indemnity

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless Wassa and its affiliates against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal fees, arising out of or accruing from your Licensee Content or your violation of this Agreement.

10. Limitation of Liability

WASSA AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL WASSA OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WASSA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. U.S. Government Rights

The Software and computer software documentation (“Documentation”) are “commercial items” as that term is defined in the Federal Acquisition Regulation (“FAR”) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202.If acquired by or on behalf of a civilian agency, the U.S. Government acquires or will acquire the Software and/or Documentation and other technical data subject to the terms of this Agreement as required in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires or will acquire the Software and/or Documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data.

12. Export Law

You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

13. Choice of Law and Dispute Resolution

1. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of France, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
2. Arbitration of Disputes. Except as set forth below in Section 13(5), any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
3. Arbitration Rules. The parties agree to arbitrate all disputes by simplified arbitration arranged by The French Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The French Institute of Arbitration and in force at the time when such proceedings are commenced.
4. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND WASSA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
5. Arbitration Exceptions. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in court: (a) to seek injunctive relief or to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief; or (b) in cases that do not involve intellectual property rights, to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). If the parties have an intellectual property rights dispute, you and Wassa agree to submit to the personal and exclusive jurisdiction of and venue the courts located in Paris, France. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

14. General

This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Wassa have executed a separate agreement governing use of the Software. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Wassa and will be deemed null. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Wassa’s prior written consent, and any attempt by you to do so, without such consent, will be void. Without limiting the generality of the foregoing, if you are an employee of a Legal Entity, you may not assign or transfer this Agreement or any rights granted hereunder to your employer without Wassa’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

15. Definitions

“Commercial Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, excluding any government, non-profit, educational or academic institution.

“Gambling Activities” means any gambling product or service offered in any market or application that is regulated by any local, state or national authority and requires a gambling license.

“Legal Entity” means any Commercial Entity, Non-Commercial Entity or Sole Proprietor.

“Licensee Content” means games, applications, software or other content that you develop with the Software.

“Non-Commercial Entity” means any government, non-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.

“Software” means all versions and updates of all the Facelytics software products identified on Facelytics website.

“Sole Proprietor” means any Commercial Entity that is owned or controlled by a single individual, with no other partners or employees.

“Facelytics” means the version of the Software available to commercial or non-commercial entities.

No full or partial refund will be granted for any reason other than a nonfunctioning service during 1 calendar day within the period when the malfunction occurs.

To get a refund, please email Wassa at facelytics@wassa.fr with the following information:

• Account identifier
• Description of service failure
• Time of service failure
• Duration of service failure

Message without information above will not be processed and this will not be eligible to a refund.

Wassa offers a face authentication Software Development Kit called “Facelytics” that will be referred to in this policy as the “Service” or “Services.” Because we’d like to avoid excessive formality and to make this policy more readable, the policy will often refer to Wassa as “we” or “us” and to the reader as “you” or a User. When we say “device” we mean any device, including desktop, laptop, PC or Mac computers, smartphones, tablets, or any other device that is used to access the Service. When we say “Developer”, we mean a third party that develops and/or distributes a mobile app made with Facelytics software and/or a Facelytics services. By using the Service, you agree to this Privacy Policy and that we may transfer your data to France.

This privacy policy governs our information practices for the Service, which includes any websites, where a link to this policy is provided. It describes how we collect, use, share, and protect information from Developers, Players, ad recipients, or people browsing our sites (collectively “Users”), when Users interact with or use our Service. This includes when Users:

• Visit Facelytics website
• License and download Facelytics (“Facelytics Software”)

We receive information about Users, their devices, locations and interactions with the Service primarily in two ways:

• Actively: When Users actively provide us with information. For example, when a user creates a Facelytics account, he or she will type in a name, user name and email address and may be required to provide a date of birth.
• Passively: When our systems automatically collect information about devices and certain activity within the Service. For example, Facelytics automatically collect a variety of information, including device name, device fingerprint and other unique identifiers from User devices.

1. Information we may collect or receive

Information that you actively provide, including:

• Name
• Email address
• Physical or mailing address
• Phone number
• Picture
• Name and contact information for a business or organization
• Password(s) that Users create to access parts of the Service
• Billing or financial account information and tax or government
• Location information:
• Users actively provide specific location information in account registration processes or when providing payment information, such as a billing address.
• Information that is passively collected by Facelytics (often automatically), including:
• Information that users of your mobile apps provide, including:
• Number of tries for a detection
• Status of a detection
• IP Address;
• Device information, including device name and IDs, hardware model, operating system and version, and mobile network information
• Date/time of access

2. How we use the information we collect or receive

We primarily use the information we collect to provide, administer and improve our Service and the Wassa Software. We use your information for the following purposes:

• To improve our services
• To create, administer and troubleshoot accounts, products and services we provide
• To credit or accept payments
• To provide technical support and respond to inquiries
• To prevent fraud, enforce the relevant terms of service or licenses, and protect Users
• To perform analytics and research aimed at improving the accuracy, effectiveness, usability, or popularity of products and services that Wassa and Developers provide
• To create and share statistics and reports regarding aggregate usage of Facelytics-powered apps
• To enable user-to-user communications
• To link to or combine with other information we have gathered
• To deliver and target advertising, including personalized ads
• To inform Users of new products and services, including promotional offers
• To contact you with information that we believe will be of interest to you

3. Sharing information

How we might share the information we collect or receive.

• Third party service providers: We provide User information to other companies who perform services on Wassa’s behalf. For example, we may employ service providers to process payments; host or store our data; deliver email messages or analyze data. We instruct these service providers to use the information only as necessary to provide the services we have requested.
• Safety, security and compliance with the law: Your information, and the contents of all of your online communications to or within the Service (including without limitation chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Service and may be disclosed in the following circumstances:
• when we have a good faith belief that we are required to disclose the information in response to legal process (for example, if we receive a court order, search warrant, subpoena, or similar legal process)
• to satisfy any applicable laws or regulations
• if we believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction
• when we have a good faith belief that there is a meaningful risk that poses a threat to the safety of you, another person or the public generally
• in order to protect the rights or property of Wassa, including to enforce the terms and licenses that govern the use of the Services.
• Sale or merger: In the event that Wassa explores or undergoes a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, we may share or transfer all of your information, including personal information.
• With your consent: We may share your information for other purposes if (i) you direct us to do so or (ii) you consent to such sharing.
• De-identified and aggregated information: Some of the information we collect does not directly identify you or your device. We may modify other information that can identify you or your device to limit or prevent such identification by de-identifying it or aggregating it. We can share de-identified or aggregated information to any third party without restriction and use it for any purpose.

4. Our policies concerning children

The Services are intended for general audiences and Wassa does not knowingly collect any personal information from children.

• If any party becomes aware that a child under the age of 13 has provided us with personal information, they should contact us at facelytics@wassa.fr
• Some third parties, such as platform providers like the iTunes Store or Google Play may provide age-based ratings on some of the apps developed by Developers. These ratings shall have no bearing on this limitation. Third parties may also provide content categories on some of the Services. These categories shall have no bearing on this limitation.

5. Safeguards

We employ commercially reasonable measures to safeguard the collection, transmission and storage of the information we collect. These measures vary based on the sensitivity of the information that we collect, process and store and the current state of technology. Please note that no system can be guaranteed to be 100% secure. Therefore, while we strive to employ reasonable protections for your information that are appropriate to its sensitivity, we cannot guarantee or warrant the security of the information you share with us and we cannot be responsible for the theft, destruction, loss or inadvertent disclosure of your information.

6. Change to this privacy policy

We reserve the right to change our practices and this policy at any time. We may also send an email or provide notice within some or all of our offerings when this policy changes. We encourage you to check this page regularly so that you know what our current practices are.

7. Links to sites and service operated by others

The Service may contain links to other sites, applications and services. Because Wassa does not operate those other sites, applications and services, we can’t take responsibility for the privacy practices of the entities that operate them. We recommend that you consistently check privacy policies to understand an operator’s practices. As a reminder this policy describes Wassa’s practices.

8. Contact us

facelytics@wassa.fr