1. Interpretation and Definitions

1.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural

1.1 Definitions

For this Licence Agreement:

• Agreement means this temporary, non-exclusive, non-sublicensable, non-territory, non-exclusive, trial license agreement governing access to and use of the Software, including any reference to the Website, the Personal Data Processing Assignment Agreement, and the Service Level Agreement.
• Software means the software program provided by the Company used by You under the features defined on the website https://www.alicebiometrics.com/products. The Software is always offered as an Internet-accessible service or Software as a Service, composed of several elements including APIs and SDKs which may consist of one or more of the following products:
  • KYC Standard
  • KYC Extended
  • Biometric login
  • Document OCR
  • AML Search
  • Time Stamping
  • Alice Integration API and SDK
  • Management Dashboard
• Company (referred to as either “the Company”, “We”, “Us”, “Our” or “Alice” in this Agreement) refers to ALICE BIOMETRICS, S.L., C.I.F. B27872217, with address at Carretera do Vilar 56, 36214, Vigo.
• Content refers to information, such as an identity document and a selfie image, captured through a Device by the end user that can be uploaded, linked to or otherwise made available by You, regardless of its form. 
• Device means any terminal equipment that can access the Software such as a computer, cellphone, or digital tablet.
• Third-Party Services means any services or content (including data, information, software, and other products services) provided by a third party that may be displayed, included, or made available by the Software.
• Licensee (or “You”) means the company or other legal entity accessing or using the Software.
• Parties collectively refer to Alice and You. Any party may be individually referred to as “Party” or “affected Party”.
• Intellectual Property Rights means all intellectual property rights and other proprietary rights recognized in any country or jurisdiction in the world, including, but not limited to, copyrights, moral rights, trademarks, service marks, trade names, domain names, trade dress, patents, patent applications, inventions, trade secrets, know-how and rights to data, and any applications and registrations relating to any of the foregoing.
• Data Protection means all references to Privacy (in capitalized terms) under the Data Protection section will have the meanings defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation” or “GDPR”).
• Sanctions are understood, for the purposes hereof, to mean any restrictive measure, prohibition, or embargo of a commercial, economic and/or financial nature issued or administered by a competent authority. Without limitation, the definition of Sanctions includes restrictive measures adopted or administered by the United Nations, the European Union, the Treasury Department of the United Kingdom and/or the United States, including the Treasury Department’s Office of Foreign Assets Control (OFAC).
• Enterprise Group is understood, for the purposes hereof, as defined under Article 42 of the Spanish Commercial Code.
• Applicable Data Protection Laws mean all rules applicable to the Parties that regulate privacy, General Data Protection Regulation, the Spanish development and complementary regulations, as well as any regulation applicable to specific Data Subjects.
• Confidential Information means information disclosed by one Party to the other Party under this Agreement, including, but not limited to, documentation related to the Software to which You have access and all documents, files, systems and data shared with You. It does not include information that was public at the time the disclosing Party shared it with the recipient or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations. The Content is Confidential Information, subject to the limitations previously mentioned.
• Databases: an integrated set of the Licensee’s data, including the categories of Personal Data, indicated in the Data Processing Agreement

2. The Software components

The different components of Alice Onboarding are oriented to provide the following features, each one of which is explained below

1. Alice Onboarding API allows You to:

• Create and manage user profiles for user registration, or onboarding on the Licensee’s platform. 
• Add identity documents, driving licenses, passports and/or residence permits associated with a user, as well as selfie videos of the user. 
• Automatically process and read the relevant information from these documents for onboarding processes (OCR documents).
• Verify the identity of the user against the photographs of the documents, providing a facial matching score for each document.  
• PAD (Presentation Attack Detection) analysis to detect signs of phishing attacks using printed or displayed photographs and video (passive liveness test). 
• Generate reports with all the information extracted from a user for onboarding processes.
• Detect indications of document fraud and generate the corresponding alerts.
• Authenticate previously registered users through facial verification to authorize access to resources (log-in service).

2. ALiCE Onboarding SDK allows you to: 

• Manage the automatic capture of user documents in real time from the user’s device’s camera. 
• Manage the automatic capture of the user’s selfie video in real time from their device’s camera. 
• Manage communication with the onboarding API to facilitate rapid integration and development. 
• Manage the onboarding flow configuration: requested documents and orders.
• Solicit and guide interaction with the user during the capture of the video selfie through a live challenge.

3. Alice Onboarding Backend SDK allows You to: 

• Management of Alice’s Onboarding authentications and backend operations against the API.

4. Alice Onboarding Dashboard allows You to:

• Monitor and manage the use of the onboarding service by the integrator. 
• Review of user information and manual management of user operations by an authorized operator. The information displayed for each user includes a summary of the user profile, scoring of facial analysis performed, information on documents read, and associated multimedia files.
• The service has a mechanism that allows You to retrieve later any user’s data through the API itself and its authentication and security mechanisms.

5. Content hosting during the Agreement and for 15 days after the termination of the Agreement. You can obtain, update and delete user data through the API.

3. Acknowledgement

By using the Software, You are agreeing to be bound by this Agreement. If You do not agree to the terms and conditions of this Agreement, do not use the Software.

This Agreement is a legal document between You and the Company and it governs your access to and use of the Software.

The Software is licensed, not sold, to You by the Company to be used strictly following the terms of this Agreement.

4. Licence

The purpose of this Agreement is to grant a temporary trial use license right by the Company to the Licensee concerning the Software described in Clause 2 of this Agreement and for the period set out in Clause 6, as a demonstration and trial period free of charge, excluding any other rights other than the aforementioned.

The trial use license granted under this Agreement is on a temporary, non-exclusive, non-sublicensable, worldwide basis, and the Company reserves the right to market it to other customers.

The Licensee acknowledges and represents that Licensee is authorized to use the Software only by the terms of this Agreement. Any rights other than those assigned and licensed and mentioned above shall be deemed not to have been assigned.

It is further agreed by both Parties that the authorization to use the Software provided for in this Agreement shall not extend to any subsidiary of the Licensee or to any other company or corporation with which Licensee has or may have any shareholding or business relationship.

5. Third-Party Services

The Software may display, include or make available third-party content (including data, information, software and other products or services).

You acknowledge and agree that Alice will not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Alice does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Services.

You must comply with applicable Third-Party Services’ terms of agreement when using the Software. Third-Party Services and links thereto are provided solely as a convenience to You, and You access and use them entirely at your own risk and subject to such third parties terms and conditions.

6. Duration

The present Contract is formalized with your acceptance. It shall have a duration of 15 days from the time of delivery and access to the licensed Software. After that date, this Trial Licence Agreement shall terminate.

7.  Delivery, installation, and acceptance

Delivery of the Software shall be made within 2 to 10 working days of acceptance of this Agreement. The Licensee shall install the Software, under the supervision of the Licensor´s authorized personnel. The Licensee accepts that the Software delivered will perform by the specifications provided by Licensor to Licensee and Licensee declares that all necessary verifications have taken place to ensure that the Software has been correctly installed.

8.  Licensee obligations

The Licensee hereby undertakes to:

1. Not to patent, sell, assign, lease, rent, distribute, export, import, act as an intermediary or supplier, or grant any right to the software or any part thereof to a third party.
2. Not to copy, produce or authorize any alteration to the Software or any part thereof in any manner (including, without limitation, through modifications, adaptations, second-hand versions, translations, reverse-engineer), decompile, disassemble or hack the Software or any part thereof.
3. Respond to the proper use and operation of the Software, obliging to conserve it, keep it and guard it diligently, preserving it from agents causing damage or deterioration, and installing appropriate systems for the protection and conservation of it.
4. The Licensee shall be responsible for all expenses arising from damage or impairment caused by misuse of the Software, negligence, or recklessness on the Licensee’s part, in which case the cost of technical assistance would be invoiced. All of the above, without waiving any possible damages that may be due.

Licensee acknowledges and accepts that Company, in its sole discretion, may modify, disrupt or stop the use of any version of the Software by the Licensee and may terminate the license granted, with immediate effect and shall not be liable for any direct or indirect loss or damage, caused to the Licensee.

9. Termination of the use of the temporary use license

At the end of the term of this Agreement, the authorization for use will expire and Licensee will be obliged to return the Software, both on the physical support (documents, etc.) and computer files that are delivered to the Licensee for the execution of this Agreement, which must be returned and delivered to Company.

10. Liabilities

The right to use this system is limited to demonstration and testing purposes, and this agreement does not constitute a guarantee by the Company to the Licensee that any result will be obtained through its use.

In no event shall the Company be liable for any damages arising out of any inaccuracies, errors, or omissions arising out of the incorrect or negligent use of the system by the Licensee or end-users; nor shall the licensor be liable for any damages arising out of any errors, failures or inaccuracies inherent in the biometric verification technology itself, within its ordinary margins of efficiency and functionality. 

Likewise, the Company shall in no case be liable for damages caused to end users or third parties arising from a breach of data protection regulations in force at any time by the Licensee and shall be immune from any litigation arising from such breach.

11. Confidentiality

All documents, files, systems, data and information not already made public, related to the Software to which Licensee has access, is of a special and unique character and constitute Confidential Information. The Licensee undertakes to save confidential information under the strictest security and confidentiality parameters.

This confidentiality obligation shall remain in effect indefinitely and will extend to the Licensee staff.  

The breach of confidentiality obligations or unlawful actions carried out by Licensee, their employees or managers, give the other party the right to demand direct, indirect or third-party responsibilities, including legal fees and out-of-court expenses and costs incurred by Licensee, as well as Licensee shall be liable for any damages suffered by the other party, resulting from or arising out of or related to the breach of this agreement, including damages for loss of business or profits.

12. Severability and Waiver

12.1. Severability

If any clause or term of this Contract is held to be invalid or unenforceable, this shall not affect the legal enforceability of the Agreement as a whole and the Parties agree to replace such invalid clause with a replacement clause, as close as possible to the interpretation of the invalid clause

12.2. Waiver

Except as provided herein, the failure to exercise a right or to require the performance of an obligation under this Agreement will not affect a Party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

13. Personal Data Protection

For the Licensee Database, as a consequence of the obligations outlined in this Agreement, the roles of the Parties for the applicable Data Protection Laws shall be configured as follows: You are the Data Controller, Alice is a Data Processor and the companies identified in the AET as Alice’s suppliers are Sub-processors for any Processing of Personal Data by Alice through the Software. Any Data Processing arising from the execution of this Agreement is governed by default by the Data Processing Agreement.

The Controller assumes the obligations set out in the GDPR, especially those listed in article 13 of the GDPR, regarding the information to be provided to data subjects when collecting Personal Data from them. 

You represent and warrant that (i) you have obtained data subjects’ consent or have established an alternative lawful basis for sharing their Personal Data with Alice and processing it through the Software and (ii) you have provided all necessary information and disclosure to data subjects about the use of their Personal Data in connection with the Software as required by applicable Data Protection Legislation, including informing data subjects that their Personal Data will be shared with Alice and providing transparent information about our respective responsibilities for compliance obligations, as applicable.

Signatory Data: The Parties acknowledge and confirm that the Company may process the Personal Data of the signatories to this Agreement including their contact details as well as the Personal Data of Licensee’s employees to which the Company may have access under this Agreement, for the sole purpose of managing and performing the contractual relationship and providing assistance and training to Licensee in connection with the use of the Software, on the lawful basis of the existence of a legal or contractual relationship.

The Personal Data will be processed for the duration of the contractual relationship between the Parties. At the end of the contractual relationship, the Personal Data could be blocked for the period during which any liability arising from the Processing or the Contract may arise. Once the legal limitation period has elapsed and these liabilities have expired, the Personal Data will be deleted.

Data subjects have the right to access, rectify, delete, limit and oppose the Processing of the Data, as well as to exercise the other rights recognised in the applicable Data Protection Legislation, by contacting the corresponding Data Controller at the following e-mail address, respectively: dpo@alicebiometrics.com. 

They may also contact the competent Data Protection Authority (in Spain, the Agencia Española de Protección de Datos).

14. Intellectual Property Rights

You do not receive any Intellectual Property Rights or any other rights to the Software. Use of the Software by You for purposes other than those authorised by Alice under this Agreement will be deemed unauthorised.

You understand and agree that the Software contains information to which Alice has exclusive rights. To that end, unless expressly authorised in writing by Alice, You will not assign, transfer, rent, lease, provide, furnish, deliver, sublicense or otherwise make accessible the Software and/or documentation related thereto, to third parties.

The prohibition contained in the preceding provision also materially extends to files, systems and any other mechanisms that are part of the Software whose use is assigned, as well as subsequent versions of the Software.

The intellectual and industrial property rights shall subsist in the Software, and You shall respect them, and may not, therefore, by way of example, erase or hide them. 

You shall take all reasonable steps to ensure that all employees, managers, advisors consultants or representatives of You are advised that the Software constitutes Confidential Information and that any intellectual or industrial property rights therein are the exclusive property of Alice. 

Alice reserves the right to control by any means at its disposal, by itself or through third parties, that the use and exploitation of the Software are performed under the terms and conditions outlined in in this Agreement. Alice will ensure that the use of such means does not breach the security of its information systems.

15. Governing Law

This Agreement and its Annexes and all matters that may arise between the Parties, in relation or connection with it, shall be governed by Spanish Law, to which both the COMPANY and You expressly submit.

Both parties agree to settle disputes or disagreements amicably. When a friendly solution is not possible, any action arising out or related to this Agreement must be brought exclusively by the Courts and Tribunals of Vigo and the parties hereby expressly renounce any other jurisdiction to which they may have a right.

16. Notice

All notices given by the Parties to each other related to this Agreement shall be done in writing. Except for the notices provided in this Agreement which are deemed notified and for the notices provided for in the Data Processing Agreement and material changes (which must only be given in the manner provided for therein), the Parties may send each other the other notices provided for in this Agreement by email, to the addresses set forth below:

Alice

Email: legal@alicebiometrics.com 

You

We will use the email contact information provided by You.

If You modify Your address or email above for notification purposes, You must give written notice to Alice with a prior 15 days’ notice.

17. Contact the Company

If you have any questions about this Contract, you can contact us by e-mail at the following address hello@alicebiometrics.com.