General Terms of Use

GENERAL TERMS AND CONDITIONS FOR FACEPOINT™
All Services provided by FACEPOINT to the CLIENT are performed in accordance with these General Terms and Conditions (“GTC”).

By using the Site, you will be deemed to have accepted the Terms. The Terms constitute a binding legal agreement between you and us, and incorporate our privacy policy and our disclaimer. Where you are accessing the Website and/or Service during the course of your employment by an organization which has validly entered into an agreement with us for the use of the Service (Service Agreement), you will also be deemed to have accepted, and be bound by, these Terms.

These general terms and conditions of use are intended to be supplemented by special terms and conditions and a data processing agreement provided at the time of concluding a contract (Service Agreement) with Facepoint.

1. CLIENT’s obligations:
CLIENT shall:
- solely use the Service for the Purpose;
- provide a technical environment compliant with the Service pre-requisite;
- be responsible for formatting its own data in a format readable by the software used in Service according to the documentation;
- be responsible for retrieving its own data from any internal or external service provider;- use the Service in a proper manner and in accordance with any applicable law, including personal data protection law;
- not allow any third party to access and/or use the Service;
- keep the authentication means provided by FACEPOINT (login, electronic certificates, etc...) confidential and personal. The CLIENT ensures that these authentication means are only used by the Users to whom they have been allocated, that they are stored securely, remain personal, confidential and non-transferable. The simultaneous use of an individual authentication mean of access is prohibited. If a User ceases to be employed by the CLIENT, the CLIENT shall inform FACEPOINT without delay. The CLIENT shall ensure that only authorized User accesses the Service;
- not modify, decompile (unless mandatory applicable law stated otherwise), reverse engineer, disassemble or otherwise determine or attempt to determine source code for the executable code of the software or to create any derivative works based on the Service or allow any third party to do so;
- not in any circumstances use, nor allow any third party to use, any automated software, process, program, robot, web crawler, spider, data mining, trawling, “screen scraping” or other similar software (regardless of whether or not the resulting information would then be used for its internal purposes) on the Service (or any part thereof) and not disclose any authentication mean to any third party for the purposes of using any such technology;
- not copy any of the look and feel of the Service and/or the business logic or functionality of the Service;
- not reproduce, modify, broadcast (even free of charge) loan, or commercialize, all or part of the Service to a third party (e.g. to another legal entity), whether directly or indirectly;
- not, without the prior written consent of FACEPOINT, forward (and shall procure that no authorized User shall forward) via email, printed matter or any other means the Content (whether in whole or part) to anyone other than Users or competent authorities to justify the fulfillment of their legal or regulatory obligations;
- not use the Service to compete in any way with FACEPOINT and/or any
subcontractor/licensor of FACEPOINT
- promptly upon becoming aware of any breach of this clause 6 notify FACEPOINT thereof, and promptly provide such detail as FACEPOINT may reasonably request.

To the extent that the Service includes any Content that, alone or in combination with other information, can be used to identify an individual (“Personal Data”), CLIENT will:
- process such Personal Data in accordance with all applicable data protection and privacy laws and regulations that are binding on CLIENT;
- implement and maintain all technical and organizational measures necessary to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and ensure that such measures provide the level of security which is appropriate to the risk represented by the processing and the nature of that Personal Data;
- respond promptly and properly to any enquiry from FACEPOINT relating to the processing of the Personal Data, and cooperate at any time and in good faith with FACEPOINT and any relevant data protection national authority concerning all such enquiries; and- promptly notify FACEPOINT in the event of a dispute or claim brought by an individual or data protection national authority against CLIENT concerning the processing of Personal Data.

The use of the Service by the CLIENT shall be under the CLIENT’s sole responsibility. Under no circumstances shall FACEPOINT be liable for any damages resulting from or arising out of any illegal and/or fraudulent and/or non-conforming use of the Service by CLIENT, its Users or any third party.
The CLIENT shall hold harmless and indemnify FACEPOINT against any consequences resulting from a claim or law suit that could arise (a) from the use by the CLIENT of the Service and (b) from any data, information supplied or used by the CLIENT in connection with the use of the Service.

Failure to comply with these GTC would allow FACEPOINT to immediately suspend access to the Services without prior notice and/or, to terminate this Contract within 30 days after written notification of such breach which remains uncured, without prejudice to the damages that FACEPOINT may claim.

2. GOVERNANCE:
CLIENT and FACEPOINT shall cooperate during the performance of the Service and shall appoint a project manager. CLIENT and FACEPOINT shall inform each other without undue delay of any event which may affect the execution of the Contract.

3. WARRANTY:
The analysis, scores, outcomes resulting from the performance of the Service are only provided for information purpose. Such information is provided “as is” and FACEPOINT should not be held liable for the accuracy or completeness of the information, nor the decision-making process by the User resulting from the interpretation of the Content.

The Service is not intended to and does not provide legal advice, nor is it intended to give an opinion or definitive or conclusive statement of an individual’s identity.

For the sake of clarity, the viewing, choosing, using and interpreting the Content provided by the
Service is the sole responsibility of the CLIENT as well as for any act, advice or decision taken by the
CLIENT.

FACEPOINT does not guarantee error-free, uninterrupted availability and/or timeliness of the Service
(or any part thereof).

FACEPOINT cannot warrant that the security mechanisms implemented in the Service will protect it
against any possible attacks and shall not incur any liability in this respect.

FACEPOINT makes no representations or warranties regarding any system, terminal which is referred
or used in or with the Service, such as and without limitation: operating system, Web servers,
applications, software. Services or any part thereof provided by a third party shall be provided by
FACEPOINT only under the original provider’s terms and conditions (including warranty, indemnity
and support) of which CLIENT acknowledges the enforceability and applicability. No additional
warranty, indemnity or support is offered by FACEPOINT.

In order to allow FACEPOINT to perform its obligation in timely and due manner, CLIENT shall provide
to FACEPOINT a detailed description of reproducible error or default detected on the Service and any
information requested by FACEPOINT on such error or default.

FACEPOINT will use its reasonably commercial efforts to respond in writing to any request for
assistance sent to the address indicated in the purchase order.

4. RIGHTS ON THE SERVICE:
Pursuant to the GTC herein, FACEPOINT hereby grants the CLIENT to the
benefit of User a non-exclusive, worldwide, non-transferable, non-sublicensable right to use theService solely for internal use, in accordance with the associated documentation, for the Purpose described in the purchase order. Internal use being defined as a private use, exclusively by the CLIENT's personnel, for the CLIENT’s operations. Any use of the Service other than the one specifically authorized herein, without the prior written authorization of FACEPOINT, is strictly prohibited and will allow FACEPOINT to terminate the Service granted herein without prejudice of other damages.

The foregoing right is only granted for the duration mentioned in the purchase order, subject to the payment of the relevant invoice.

Any software developed by a company other than FACEPOINT is protected by its respective intellectual property rights and shall be used under its original developer’s license of which the CLIENT acknowledges the enforceability and applicability.

The Service, including but not limited to any and all intellectual property rights, shall at all time remain the sole and exclusive property of FACEPOINT and/or its subcontractor/licensor. No assignment of ownership of any intellectual property rights is intended nor shall be implied under the Contract.

CLIENT acknowledges that the Service(a) has been developed by FACEPOINT through substantial amounts of work, time and expense, including in the obtaining and presentation of Content; (b) and the selection and arrangement of such Content are original to FACEPOINT; (c) and that CLIENT obtains no ownership of the Service; (d) and the Content include images which might be subject to copyright and remain the exclusive property of the sources quoted and are displayed in accordance with their authors’ rights.

5. INTELLECTUAL PROPERTY RIGHTS:
Should the Service have been used according to the Contract, FACEPOINT, subject to immediate written notification of the claim and reasonable assistance by the CLIENT during FACEPOINT’s sole conduct of the litigation, shall indemnify the CLIENT against any civil damages which may be finally and definitely sentenced against the CLIENT by the court of competent jurisdiction determining that the Service directly infringes any third party’s patent, copyright, trade secret, trademark or other intellectual or industrial property right.

The above mentioned obligation to indemnify shall not apply, (i) should the CLIENT have made any admission of liability or counterfeiting, and/or (ii) should the CLIENT have agreed to any settlement without the prior written consent of FACEPOINT and/or (iii) to claims arising out or relating to any data, information, image, or video supplied or used by the CLIENT in connection with the use of the
Service.

Should the Service solely infringe third parties rights according to this clause or would FACEPOINT consider such infringement as possible, FACEPOINT shall, depending on the feasibility of each Service and at its option (i) modify the Service to remove the infringement, or (ii) replace the Service with other non-infringing one with substantially equivalent functions and performance, or (iii) obtain from the third party the right necessary to provide the Service, or, if none of the above mentioned solutions are practicable, (iv) terminate the Contract.

This clause provides for the entire FACEPOINT’s obligations with respect to infringement of third party's intellectual or industrial property rights and, in the limit permitted by law, replace any other warranties and/or obligations, express or implied.

If Service is performed by FACEPOINT on the basis of design, specifications, drawings, models or other documentation received from the CLIENT, the latter shall indemnify and hold FACEPOINTharmless in case of violation of third-party rights (including but not limited to infringement of Intellectual Property Rights).

6. Audit
Upon ten (10) days prior notice to CLIENT, FACEPOINT or an independent third party designated by FACEPOINT will have the right to conduct an audit either remotely or on site to verify compliance with the terms and conditions of the Contract. CLIENT shall cooperate with FACEPOINT by making applicable records available and providing any relevant information. If the audit reveals
breach of the Contract by CLIENT, CLIENT shall pay the amounts owed and FACEPOINT’s expenses in conducting the audit. FACEPOINT reserves the right to insert trap data in order to detect such violations and to be able to identify fraudulent use or use that does not comply with the terms of these GTC.

7. Data Protection
Should FACEPOINT process Personal Data of CLIENT’s Users under the Contract, it shall be deemed do so only on behalf of CLIENT, as subcontractor (data processor) and in respect with the Data Processing Agreement in Schedule X attached to Service Agreement. CLIENT shall strictly comply with all data protection, privacy or similar laws and regulations applicable (notably making necessary declarations and obtaining necessary authorizations) and shall fully indemnify FACEPOINT for any damages resulting from any breach of the above laws and regulations.

8. Term and Termination
The Contract shall start on the Effective Date and shall continue for the
Initial Period unless terminated in accordance with its terms. Unless stated otherwise, following the Initial Period, the Contract shall be renewed for successive Renewal Terms unless either party notifies the other of its intention not to renew in writing at least ninety (90) days before the end of the Initial Period or renewal term as the case may be.

During the term of a Service, FACEPOINT may adjust the basis for calculating the Fees for each Service annually ("Annual Adjustment") by providing Client at least 90 days prior written notice. If solely as a result of the Annual Adjustment, FACEPOINT increases the Fees by more than the greater
of 5% or the change in the OECD CPI, CLIENT may terminate the affected Service by notifying FACEPOINT within 30 days of the date of FACEPOINT's notice. Termination of such Service is effective on the date when the adjustment takes effect.

FACEPOINT may terminate de jure, without any formalities required, pursuant to a written notice served to CLIENT, the Contract with immediate effect if the CLIENT commits a material breach of its obligations under the Contract, and, in the case of a breach capable of being remedied, if it does not remedy the breach within thirty (30) calendar days after receipt of notice in writing from FACEPOINT requiring it to do so. Termination of the Contract shall have no effect on the rights and remedies of either party which have arisen prior to termination.

9. Confidentiality
FACEPOINT and CLIENT acknowledge that all technical, commercial and financial data to which either party may have access during the execution of the Contract is confidential information. The receiving party shall not disclose any such confidential information to any third party except on need to know basis to FACEPOINT’s subcontractors, and such confidential information shall not be used for any purpose other than as agreed by the parties and in conformance with the transaction contemplated in the Contract. Confidentiality obligations shall survive for five (5) years from the date of termination of the Contract.

Upon FACEPOINT’s request, termination or expiration of this Contract and within eight (8) calendar days, CLIENT shall delete and destroy all original and/or copies of the Service or its Content.CLIENT will provide FACEPOINT a written certification that (i) the Content and all copies thereof, in whole or in part, in any form, have been destroyed and/or erased from all of CLIENT’s storage elements or devices with the exception of information that might have to be retained by CLIENT according to mandatory applicable law.

10. Liability
FACEPOINT AND CLIENT AGREE THAT THE FEES NEGOTIATED IN THE CONTRACT WOULD NOT ADEQUATELY COMPENSATE FACEPOINT FOR UNILATERALLY ASSUMING ALL RISKS ASSOCIATED WITH ITS PROVISION, BREACH OR NON PERFORMANCE, AND THAT TO AVOID HAVING TO INCREASE THE FEES TO ADEQUATELY PROTECT AGAINST SUCH UNLIMITED RISK, FACEPOINT AND CLIENT WILL BE BOUND BY THIS LIMITATION OF FACEPOINT’S LIABILITY.

A. TO THE FULLEST EXTENT PERMITTED BY LAW FACEPOINT SHALL NOT BE LIABLE AND EXCLUDES ALL LIABILITY TO CLIENT OR ANY OTHER PERSON FOR, ANY LIABILITY WHATSOEVER IN RESPECT OF (A) ANY FAULTS, DEFECTS, MISTAKES, ERRORS, INACCURACIES OR OMISSIONS IN, OR INCOMPLETENESS OF, OR DELAY IN THE UPDATING OR CORRECTION OF, ANY DATA OR INFORMATION CONTAINED WITHIN THE SERVICE; (B) DELAYS IN UPDATING THE SERVICE (OR ANY PART THEREIN) OR NON-AVAILABILITY THEREOF (C) ANY ECONOMIC LOSSES, INCLUDING LOSS OF REVENUES, USE, DATA, OPPORTUNITY, CONTRACTS, GOODWILL, REPUTATION, BUSINESS, USE OF MONEY OR ANTICIPATED SAVINGS, (D) ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, CRIMINAL DAMAGE, COST OR EXPENSE, (E) TRADING, INVESTMENT OR OTHER LOSSES WHICH CLIENT (OR ANY USER OR CLIENT OF CLIENT OR USER) MAY INCUR AS A RESULT OF USE OF OR RELIANCE UPON THE SERVICE (OR ANY PART THEREOF) (F) LOSS OF, DAMAGE TO OR CORRUPTION OR DESTRUCTION OF, DATA (INCLUDING LOSS OF USE OF DATA) OR OTHER INFORMATION BELONGING TO THE CUSTOMER OR ANY OTHER THIRD PARTY (INCLUDING ANY COST OF THE CLIENT’S DELAYS, NON-DELIVERANCE, MISSED DELIVERIES OR SERVICE CONTROLS OCCASIONED THEREBY); AND/OR (G) INTERNET FAILURE, FAILURE OF ANY THIRD PARTY SUPPLIER TO FACEPOINT AND/OR CLIENT AND/OR FAILURE OF CLIENT TO HAVE IN PLACE ANY NECESSARY SOFTWARE OR EQUIPMENT; EVEN IF FACEPOINT HAS, OR SHOULD HAVE HAD, ANY KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGE.

B. THE CLIENT ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT FACEPOINT, IN FURNISHING THE SERVICE TO THE CLIENT, DOES NOT AND WILL NOT UNDERWRITE THAT RISK, IN ANY MANNER WHATSOEVER. FACEPOINT SHALL NOT BE LIABLE TO EITHER THE CLIENT OR ANY THIRD PARTY FOR ANY LOSS CAUSED IN WHOLE OR IN PART BY
FACEPOINT’S PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, SUPPLYING OR DELIVERING THE SERVICE AND THE CLIENT AGREES NOT TO BRING ANY CLAIM AGAINST FACEPOINT AND/OR ITS DATA PROVIDERS IN RESPECT THEREOF.

C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FACEPOINT TO CLIENT PER YEAR ON ALL CLAIMS OF ANY KIND (INCLUDING BUT NOT LIMITED TO ANY FORM OF INDEMNIFICATION) UNDER OR RELATED TO THE CONTRACT, WHETHER IN CONTRACT, WARRANTY, CONDITION, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE SHALL NOT EXCEED ONE HUNDRED PER CENT (100%) OF THE AGGREGATE AMOUNT ACTUALLY RECEIVED BY FACEPOINT DURING SUCH
YEAR UNDER THIS CONTRACT (HEREINAFTER REFERRED TO RESPECTIVELY AS “CAP OF LIABILITY”).

11. Contact
Questions, comments and requests regarding these Terms are welcomed should be addressed to legal@facepoint.co


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