LICENSE.txt

SOFTWARE LICENSE AGREEMENT
1. DEFINITIONS AND INTERPRETATIONS.
In this Agreement the following terms and phrases shall have the following
meaning, unless the context otherwise requires:
Licensor: FaceMatch Dev Team;
Licensee: shall mean the part who buys the license of the software;
Parts: shall mean the Licensor and the Licensee together;
Software: shall mean Licensor’s proprietary software product(s) together with
related documentation and components (including new releases, enhancements, and
modifications provided under warranty or maintenance, if applicable), in this
agreement also defined “FaceMatch”;
Computer: shall mean a hardware system, physical or virtual, with a storage
device capable of running the software;
Agreement: shall mean this Agreement between Parts;
License Fee: shall mean the fee for licensing the Software;
Update: shall mean an electronic patch that is provided to users to add features
to the software, to improve existing features or to make the software easier to
use;
Major update: shall mean a release of the Software with a newer version of the
same product, in order to bring the system up to date or to improve its
characteristics;
Maintenance: shall mean modification of the Software to correct faults.

2. OBJECT.
The object of this agreement is the license of the Software product FaceMatch at
the condition indicated in the registration file provided after the purchase of
the software.

3. TERM; DOWNLOAD; PAYMENT.
The license granted hereunder is effective upon execution of this Agreement by
Licensee and Licensor. The term of the license is accepted mutually in written
by both Licensor and Licensee. The license shall remain in effect for such term
unless terminated by either Party as set forth in Section 10.
The Licensee will be able to download the Software by means of a secure on-line
procedure, provided by the Licensor.
Licensee shall pay Licensor the Fee within sixty (60) days from the date of the
invoice. The Charges under this Agreement are exclusive of local, state, or
federal use, excise, personal property, sales or other similar taxes or duties
which may be imposed as a result of the transactions under this Agreement.
Licensee shall be responsible for all such taxes and duties, except for taxes on
Licensor net income.

4. SOFTWARE LICENSE.
Subject to the terms and conditions of this Agreement, Licensor hereby grants
and Licensee accepts a not-transferable (with no right to sublicense or
reselling) and non-exclusive license to use the Software and accompanying
documentation in the manner described in this Agreement for the sole purpose of
processing the work of Licensee’s own internal business.
Licensee may not use the Software to process the work of any third party and may
only use the Software at the specific location to which the Software is
delivered.
The Software, documentation, and supporting materials and all worldwide
intellectual property rights and ownership rights therein are the sole and
exclusive property of Licensor. All rights not expressly granted by Licensor
under this Agreement are reserved by Licensor. The Software and documentation
are protected by copyright and other intellectual property laws and by
international treaties.
There are various kind of licensing option. The license object of this Agreement
is indicated in registration file.
Kind of license:
o SINGLE LICENSES - the Software may be used on the Computer originally
designated for installation, and only at the specific location to which the
Software is delivered.
The Licensee will be able to change the Computer originally designated at
any time with a specific permit from the Licensor.
o SITE LICENSES - the Software may be used on any Computer at the specific
location to which the Software is delivered. The Software may not be
electronically or otherwise transferred to a different physical location.
If Licensee desires to use the Software for additional simultaneous users,
at another site, Licensee shall secure Licensor prior approval, which may
be granted subject to additional charges.
o PERMANENT LICENSES - the term of the license is perpetual unless otherwise
specified in other legally binding document(s) accepted mutually by both
Licensor and Licensee. The license shall remain in effect for such term
unless terminated by either party as set forth in Section 10. For a period
of one (1) year from the download of the Software, Licensor will provide
maintenance services as described in Section 5 unless otherwise agreed by
the parties.
o RENT LICENSES - the term of the license is annual unless otherwise specified
in other legally binding document(s) accepted mutually by both Licensor and
Licensee. The license shall remain in effect for such term unless terminated
by either party as set forth in Section 10. After one (1) year starting from
the download of the Software, the license shall expire and the Software
shall not be usable anymore. Thereafter, upon payment of the renewal fee by
Licensee, the term of the license will be provided for twelve-month periods
unless terminated by either party upon thirty (30) days written notice prior
to the renewal date. In that respect, Licensor undertakes to notify
Licensee, at least sixty (60) days before the end of the current twelvemonth period, of the renewal fee for the next period. Renewal fees are
payable in advance on the anniversary date of the order. Licensor reserves
the right to change its renewal fee, at its sole discretion. Additional
charges apply to initiate maintenance for Software that has not been under
continuous maintenance since installation. Within the terms of validity of
the license and of its renewal, Licensor will provide maintenance and
update services as described in Section 5 unless otherwise agreed by the
parties.
o EVALUATION LICENSES – the license is intended only for evaluating the
product performances and functionalities. Licensee agrees that it will use
the Software relating thereto solely for evaluation purposes.
o ACADEMIC LICENSE - this license may be only used for academic research and
no commercial use is allowed. It is designed to foster and support bona fide
Academic research. If the Academic licensing policy is respected, there is
no expiration for an academic license. ACADEMIC LICENSE is contingent on the
eligibility of the licensee, determined solely by licensor, based on
academic licensing policy, and contingent on the continued accuracy of the
pertinent information provided by the licensee. Any determination of
academic eligibility, and academic licensing policy, including pricing, may
be changed at any time without prior notice, at licensor sole discretion.
Only university research groups and nonprofit organizations are eligible for
ACADEMIC LICENSE. ACADEMIC LICENSE is intended only for research from which
any resulting intellectual property remains in the public domain. Research
done with the software which is intended to lead to a commercial
product/service or for which any of the resulting intellectual property is
expected to be held by or licensed to a private corporation, is not eligible
for the ACADEMIC LICENSE, regardless of the nature of the institution at
which the research is completed.
In cases where a research project is represented as Academic, in good faith
or otherwise, for which an ACADEMIC LICENSE is used, and any data,
intellectual property or products resulting from the research project are
subsequently commercialized, the ACADEMIC LICENSE agreement will have been
breached. Since the Software has been used for commercial purposes, the
Licensee agrees to compensate Licensor based on the commercial list prices
of the Software at the time the ACADEMIC LICENSE was executed.
Licensor will determine ACADEMIC LICENSE eligibility on a research group
specific case basis. Thus, ACADEMIC LICENSES will only apply to the research
group of a specific individual (principal investigator). Licensee may
install and use the Software on three (3) Computers at the research site.
Licensee may not allow anyone other than the principal investigator and the
immediate members of the research group to use the Software.
Licensor reserves the right to change its Academic Licensing Policy at any
time, at its sole discretion, without prior notice. If any such changes are
unacceptable to the Licensee, the ACADEMIC LICENSE shall be immediately
terminated.

5. SOFTWARE MAINTENANCE AND UPDATE.
Maintenance service under this Agreement includes commercially reasonable
electronic mail assistance and consultation to assist Licensee in resolving
problems with the use of the Software, including the verification, diagnosis,
and correction of material errors and defects in the Software. Maintenance
service does not include new products sold separately by Licensor, and such
products must be separately licensed by Licensor. Maintenance service will be
provided for the release version of the Software provided to the Licensee and
only on computer platforms that Licensor commercially supports.
Update service under this Agreement includes the possibility for the Licensee to
obtain any Major update of the Software that will be released. Licensor will
promptly communicate to Licensee every Major update release and provide a
secure on-line procedure to download the Software.

6. DISCLAIMER OF WARRANTY.
This Software is provided "AS IS" without warranty of any kind, either expressed
or implied. Neither Licensor nor its suppliers warrant that the software or any
use of the software or equipment will be uninterrupted or error-free. In no
event shall the author, copyright holder or any other party who may redistribute
the Software be liable to the Licensee for damages. This includes any general,
special, incidental or consequential damages arising out of the use or inability
to use the Software (including, but not limited to, loss of data, data being
rendered inaccurate, loss of business profits, loss of business information,
business interruptions, loss sustained by you or third parties, or a failure of
the Software to operate with any other software) even if the author, copyright
holder or other party has been advised of the possibility of such damages.

7. LIMITATION OF LIABILITY.
In no event will Licensor aggregate liability to Licensee or any third party for
any losses or damages that arise out of the performance or breach of this
agreement, whether in contract, tort, or other form of action, exceed the total
fees paid to licensor under this agreement. In no event shall Licensor be liable
for any direct or indirect damages, including, but not limited to, lost profits,
loss of goodwill, data loss, business disruption, or computer failure. Licensee
acknowledges that the license fees reflect the allocation of risk set forth in
this agreement and that licensor would not enter into this agreement on the
terms hereof without these limitations on its liability.

8. NON-DISCLOSURE; ALTERATIONS; COPIES.
Licensee acknowledges and agrees that the Software, its structure, organization,
source code and related documentation are valuable and proprietary trade secrets
of Licensor. Licensee shall (i) maintain the confidentiality of the Software,
using, at a minimum, the same safeguards afforded its own confidential,
proprietary trade secrets, but in no event less than reasonable care; (ii) not
disclose, provide, transfer, rent, sublicense, or otherwise make available any
portion of the Software to any third party, without first obtaining Licensor’
written consent. Licensee's non-disclosure obligation shall not apply to
information now or hereafter in the public domain through no fault of Licensee,
information in the possession of Licensee prior to disclosure by Licensor,
information properly obtained without restriction from a third party who is not
bound by an obligation of confidentiality to Licensor, or information
independently developed by Licensee without reference to the Software.
Licensee shall not (i) alter, modify, adapt, translate, reverse engineer,
decompile, disassemble, or create derivative works from the Software, nor take
any other steps intended to produce a source language statement of the Software
or any part thereof without Licensor’ express prior written consent; (ii) rent,
lease, grant a security interest in, or otherwise transfer rights of the
Software ; (iii) manipulate or alter the components that make up this Software
in any way; (iv) repackage the files that come with this Software ; (v) make the
Software publicly or privately available (including, but not limited to,
uploading to publicly accessible archives, mirroring and distribution of the
Software on CD-ROM, floppy disk or similar media) unless specifically and
explicitly licensed by the Licensor to do so; (vi) use parts of this Software in
order to enhance competing products; (vii) remove any proprietary notices or
labels on the Software.
Licensee is authorized to copy the Software solely for backup, archival, and
disaster recovery purposes and only to the minimum extent necessary to
accomplish such purposes. Licensee shall not remove any copyright or proprietary
rights notices from the Software and shall reproduce all such notices on any
copies that it makes. Licensee is prohibited from copying, in whole or in part,
any Software documentation or training materials.
Licensee shall use every single License of Software only in a single Computer.
Every use of a single Licence from more than one Computer (for example
installing software in more than one computer or accessing a Computer in remote
mode) is strictly forbidden.
In case of commercial use or resell to third part, Licensee is prohibited from
insert the Software in other software or platform without written authorization
from Licensor.
The obligations of this Section shall survive termination of this Agreement or
any license granted hereunder.

9. INFRINGEMENT INDEMNIFICATION.
Licensor shall at its expense defend Licensee against any claim, and shall
indemnify and hold Licensee harmless from any final judgment, that a current,
unmodified copy of the Software infringes an Italian or International patent or
copyright, provided that (i) Licensor is given prompt written notice of any such
claim, (ii) Licensor shall have sole control of the settlement or defence of any
action against Licensee to which this indemnity applies; and (iii) Licensee
cooperates with Licensor, at Licensor’ expense, in every reasonable way to
facilitate such defence.
Should the use of the Software be enjoined, or should Licensor desire to
minimize its liabilities hereunder, Licensor shall have the right, at its sole
option and expense, to secure the right for Licensee to continue use of the
Software or to replace or modify the Software to make it no infringing. If such
remedies are not reasonably available, Licensee shall be entitled to a prorate
refund of the License Fee paid for such Software based on a five-year
amortization. The foregoing sets forth the entire liability of Licensor and
Licensee's sole and exclusive remedy with respect to claims of infringement
arising from Licensee's use of the Software.

10. TERMINATION.
Licensor has the right to terminate this License Agreement and Licensee’s right
to use this Software upon any material breach by Licensee.
If either party breaches a provision of this Agreement, the other party may give
written notice of default. If the breaching party fails to cure the breach
within sixty (60) days, this Agreement may be terminated immediately by the
other party. In the event that Licensee breaches any of the licensing or
confidentiality provisions of this Agreement, this Agreement shall terminate
immediately upon written notice by Licensor. Failure to pay any or all fees due
hereunder shall constitute a material breach of this Agreement.
Upon any termination of this Agreement, all licenses granted hereunder shall
cease, and Licensee shall make no further use of the Software and shall either
return to Licensor or destroy originals and all copies of the Software and
supporting materials. No refunds or credits will be due Licensee.
The agreement immediately terminates if Licensee breaches the prevision of
article nn. 3-4-8-9-11-12.

11. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION.
The software and the name of the software are property of the Licensor. Their
use is restricted and special permission is required before any use may be made
of them.
Licensor grant does not include the source code.
If the Software is used by Licensee to obtain results that are published in a
scientific journal or other publication, Licensee will acknowledge its use of
the Software with an appropriate citation, which shall include Licensor’ full
corporate name, the name of the Software product used as well as the names of
the owners of the intellectual property rights of the Software used.

12. MODIFICATION.
This Agreement may be modified only in writings signed by both parties. Terms
and conditions on any Licensee purchase order or other ordering document shall
not be deemed to modify this Agreement, and are hereby replaced and superseded
by the terms and conditions of this Agreement. Additional purchases of Software
licenses by Licensee without execution of another agreement will be governed by
the terms of this Agreement unless the parties otherwise agree in writing. The
failure by either party to insist upon strict enforcement of any terms and

conditions of this Agreement shall not be construed as a waiver of the right to
assert or rely upon any such terms on any future occasion.
This Agreement and any attachments and addenda or other legally binding
document(s) constitute the entire agreement between the parties with respect to
the subject matter hereof (attachment A and any future attachment A signed by
Licensor and Licensee are expressly incorporated by reference into this
agreement) and supersedes any prior or contemporaneous representations,
promises, warranties, or understandings between the Parties.
This Agreement shall be considered accepted and shall become effective by the
Licensee's use of the Software.

13. APPLICABLE LAW, JURISDICTIONAL MATTERS.
This Agreement is governed by and construed under the laws of Italy without
regard to its conflict of law rules. Any action arising out of or in connection
with this Agreement may be heard exclusively in Camarines Sur, (Philippines), and the
Licensee hereby irrevocably consent to the exclusive jurisdiction and venue of
this court.

14. COMUNICATION.
All notices required hereunder shall be in writing and sent by certified mail,
express mail, or via electronic means agreed-upon by the parties, such as
facsimile, to the addresses written above, or such other address as noticed to
the parties.
Address: San Francisco, Lagonoy, Camarines Sur - Philippines
Email: sevenabante9@gmail.com