3DiVi Face SDK Software License Agreement
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT:
This License Agreement is a legal agreement between 
  (a) you (either an individual or a single entity) and 
  (b) 3DiVi Inc. ("3DiVi") that governs your use of any Software Product, 
      installed on or made available by 3DiVi.
 
BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, 
YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY 
IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE AND, IF 
APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO 
ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE 
TERMS OF THIS SLA. IF YOU DO NOT ACCEPT THE SLA TERMS, DO NOT 
USE THE SOFTWARE PRODUCT.
 
1.GRANT OF LICENSE. The Software Product includes two types of computer 
software (1) software that is owned by 3DiVi (and may include associated 
media, and "online" or electronic documentation) (collectively the "Software 
Product") and (2) other software provided by third parties and used with the 
Software Product ("Third Party Software"). 3DiVi grants you the following 
non-exclusive rights provided you agree to and comply with all terms and 
conditions of this SLA:
 
  a.Use. You may install the Software Product on your computers. You may use 
      the Software Product on condition that it has duly paid for the corresponding 
      License key. You may integrate the Software Product into your products and 
      for that purpose create the necessary number of copies by suitable means. 
      You may grant a non-exclusive non-transferable license to your Customer 
      as a part of your product on condition that it has duly paid for the 
      corresponding License key.
      
      You agree to only use the Software Product as expressly permitted herein.
       
  b.Reservation of Rights. The Software Product is licensed, not sold, to you 
      by 3DiVi. 3DiVi and its suppliers own all right, title and interest in 
      and to the Software Product and reserve all rights not expressly granted to 
      you in this SLA. You agree to refrain from any action that would diminish 
      such rights or would call them into question.
      
  c.Third Party Software. Notwithstanding the terms and conditions of this 
      SLA, all or any portion of the Software Product which constitutes Third 
      Party Software, is licensed to you subject to the terms and conditions of the 
      software license agreement accompanying such Third Party Software 
      whether in the form of a discrete agreement, shrink wrap license or 
      electronic license terms accepted at time of download. Use of the Third 
      Party Software by you shall be governed entirely by the terms and conditions 
      of such license.
      
  d.Support. Technical support for the Software Product may be offered by 
      3DiVi as a paid support service.
      
2.UPGRADES. To use a Software Product identified by 3DiVi as an upgrade, 
    you must first be licensed for the original Software Product identified by 3DiVi 
    as eligible for the upgrade. After upgrading, you may no longer use the original 
    Software Product that formed the basis for your upgrade eligibility and the 
    upgraded software shall be deemed the "Software Product".
    
3.ADDITIONAL SOFTWARE. This SLA applies to updates or supplements to the 
    original Software Product provided by 3DiVi unless 3DiVi provides other 
    terms along with the update or supplement. In case of a conflict between such 
    terms, the other terms will prevail.
    
4.PROPRIETARY RIGHTS. All intellectual property rights in the Software 
    Product and user documentation are owned by 3DiVi or its suppliers and are 
    protected by law, including but not limited to copyright, trade secret, and 
    trademark law, as well as other applicable laws and international treaty provisions. 
    The structure, organization and code of the Software Product are the valuable trade 
    secrets and confidential information of 3DiVi and its suppliers. You shall not 
    remove any product identification, copyright notices or proprietary restrictions 
    from the Software Product.
     
5.LIMITATION ON REVERSE ENGINEERING. Except to the extent that such 
    restriction is not permitted under applicable law, you are not permitted (and you 
    agree not to) reverse engineer, decompile, disassemble or create derivative works 
    of or modify the Software Product. Nothing contained herein shall be construed, 
    expressly or implicitly, as transferring any right, license or title to you other than 
    those explicitly granted under this SLA. 3DiVi reserves all rights in its 
    intellectual property rights not expressly agreed to herein. Unauthorized copying 
    of the Software Product or failure to comply with the restrictions in this SLA (or 
    other breach of the license herein) will result in automatic termination of this 
    Agreement and you agree that it will constitute immediate, irreparable harm to 
    3DiVi for which monetary damages would be an inadequate remedy, 
    and that injunctive relief will be an appropriate remedy for such breach.
    
6.TERM. This SLA is effective unless terminated or rejected. This SLA will also 
    terminate immediately and without additional notice in the event you breach this 
    SLA and/or fail to comply with any term or condition of this SLA.
    
7.DISCLAIMER OF WARRANTIES. 

  a.YOU AGREE THAT THE USE OF THE SOFTWARE PRODUCT IS AT 
      YOUR SOLE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, 
      ACCURACY AND EFFORT. Use of the Software Product may adversely 
      affect the operation of other software and devices. To the maximum extent 
      permitted under applicable law, the Software Product is offered on an "AS-
      IS" basis and 3DiVi does NOT warrant that the functions contained in the 
      Software Product will meet your requirements or that the operation of the 
      Software Product will be uninterrupted or error free or that such errors will 
      be corrected. Computer software is inherently subject to bugs and potential 
      incompatibility with other computer software and hardware. You should not 
      use the Software Product for any applications in which failure could cause 
      any significant damage or injury to persons or tangible or intangible 
      property.
       
  b.EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY 
      ACCOMPANYING THE SOFTWARE PRODUCT, TO THE MAXIMUM 
      EXTENT PERMITTED BY APPLICABLE LAW, 3DiVi AND ITS 
      SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND THIRD PARTY 
      SOFTWARE "AS IS" AND WITH ALL FAULTS AND WITHOUT ANY 
      OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL 
      OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, 
      OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF 
      TITLE AND NON-INFRINGEMENT, ANY IMPLIED 
      WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF 
      FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES 
      ALL WITH REGARD TO THE SOFTWARE PRODUCT AND THIRD 
      PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR 
      ADVICE GIVEN BY 3DiVi OR A 3DiVi AUTHORIZED 
      REPRESENTATIVE SHALL CREATE A WARRANTY. Some 
      states/jurisdictions do not allow exclusion of implied warranties or 
      limitations on the duration of implied warranties, so the above disclaimer 
      may not apply to you in its entirety. To the extent applicable law requires 
      3DiVi to provide warranties, you agree that the scope and duration of 
      such warranty shall be to the minimum extent permitted under such 
      applicable law.
       
  c.IN NO EVENT DOES 3DiVi PROVIDE ANY WARRANTY OR 
      REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY 
      HARDWARE OR SOFTWARE WITH WHICH THE SOFTWARE 
      PRODUCT IS DESIGNED TO BE USED, AND 3DiVi DISCLAIMS ALL 
      LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
       
8.LIMITATION OF LIABILITY. Notwithstanding any damages that you might 
    incur, the entire liability of 3DiVi and any of its suppliers under any provision 
    of this SLA and your exclusive remedy for all of the foregoing shall be limited to 
    the amount actually paid by you for the Software Product. TO THE MAXIMUM 
    EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 
    3DiVi OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 
    INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, 
    BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF 
    DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR 
    PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY 
    WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE 
    PRODUCT, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE 
    USED WITH THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION 
    WITH ANY PROVISION OF THIS SLA), EVEN IF 3DiVi OR ANY SUPPLIER 
    HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN 
    IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some 
    states/jurisdictions do not allow the exclusion or limitation of incidental or 
    consequential damages, so the above limitation or exclusion may not apply to you.
    
9.INDEMNITY. You agree to indemnify and hold 3DiVi and its officers, 
    directors, employees and licensors harmless from any claim or demand (including 
    but not limited to reasonable legal fees) made by a third party due to or arising out 
    of or related to your violation of the terms and conditions of this Agreement, your 
    violation of any laws, regulations or third party rights or your negligent act, 
    omission or willful misconduct.
     
10.GOVERNING LAW AND DISPUTES. This SLA is governed by and 
    construed in accordance with the laws of the Russian Federation. The parties shall do 
    their utmost to prevent and eliminate mutual disputes or controversies arising out 
    of this agreement or related to this agreement and to resolve these problems 
    especially through their contact persons or other authorized representatives. 
    The parties have agreed that in case of legal proceedings between the parties the 
    competent court is the court with territorial jurisdiction of the Licensor.