ZRT FACE TRAINING SERVICE ADDITIONAL TERMS

Purchase LicenseDownload as PDF

Your use of ZRT Face Training Service (as further described below) is subject to these Additional Terms (the “ZRT Face Training Service Terms”), which supplement  the “ZIVA DYNAMICS EARLY ACCESS DEVELOPMENT TOOLS LICENSE AGREEMENT (“Dev Tools License Agreement”).  By accessing, purchasing or using ZRT Face Training Service in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these ZRT Face Training Service Terms and the Dev Tools License Agreement. If you do not agree with these ZRT Face Training Service Terms, you are not authorized to use ZRT Face Training Service in any manner.

1. Usage Rights1.1 ZRT Face Training Service. 

ZRT Face Training Service” means Ziva Dynamics’s cloud service solution that provides access to Ziva Dynamic’s proprietary suite of facial deformation and training pipeline tools for the purpose of applying Ziva Dynamics’ proprietary facial data, solver, controls, and associated processes to a customer-supplied face mesh in order to generate and deliver a fully animated ZRT-enabled asset or video representation of asset to customer. ZRT Face Training Service includes any additional materials, revisions, updates and/or upgrades, each as delivered to customer by Ziva Dynamics for use with ZRT Face Training Service. 

Cloud.  The “cloud” version of ZRT Face Training Service is a software subscription that consists of server-side modules, running on a cloud array, accessible by customer via a website.

Subject to your compliance with this Agreement and payment of all applicable fees, Ziva Dynamics grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the cloud version of the ZRT Face Training Service solely for your internal use by the number of Users authorized by Ziva Dynamics and so designated in Ziva Dynamics’ systems to access, upload, and retrieve corresponding asset or video file output from ZRT Face Training Service.

Each subscription to use ZRT Face Training Service is configured by Ziva Dynamics and may be accessed and used by one (1) User for the permitted purposes set forth in this Section 1.1. You may make additional copies of the assets and video files generated by the ZRT Face Training Service modules as reasonably necessary for your use, provided that the total number of Users does not exceed the total number of Users authorized by Ziva Dynamics and so designated in its systems.  

Your subscription to use ZRT Face Training Service may include or be bundled with certain Ziva Dynamics’ Software, Services, or Toolkits, standalone third party software and/or the right to add on other Ziva Dynamics’ offerings.  Access to such entitlements is subject to separate terms and conditions applicable to such entitlements (as stated in Ziva Dynamics’ Terms of Service, on Ziva Dynamics’ Legal Information Page, or as otherwise provided to you by Ziva Dynamics) and may incur additional fees.  

Except as otherwise set forth in this Section 1.1, Ziva Dynamics retains all right, title, and interest in and to ZRT Face Training Service. Ziva Dynamics reserves all rights not expressly granted to you in these ZRT Face Training ServiceTerms

1.2 Your Project Content

By using ZRT Face Training Service, you grant Ziva Dynamics a limited, worldwide, non-exclusive, transferable, sublicensable, irrevocable right to use, store, reproduce, distribute, and transmit your Project Content for the sole purpose of providing the ZRT Face Training Service service.  When you provide information about your Project Content, including assets and provisioning files, you authorize Ziva Dynamics to use that for the purpose of providing the ZRT Face Training Service service. 

You shall be administratively and financially responsible for obtaining any release, consent, license, or other right (collectively “Consents”) required for Ziva Dynamics to access, copy, and modify materials and assets provided by you, and your Project Content. Any costs associated with obtaining Consents are not included in the fees and are the sole responsibility of you. For clarity, valid Consent for Ziva Dynamics ZRT Face Training Service means any appropriate licenses for IP related to each asset included in the Product Content that will be uploaded to the ZRT Face Training Service service

From time to time, Ziva Dynamics may utilize customer’s Project Content for the express purpose of researching, benchmarking, and developing new technologies, modules, and techniques for the advancement and future development of the ZRT Face Training Service.

2. Registration

2.1 Account Requirements

In order to use the Ziva Dynamics’ ZRT Face Training Service, you need a valid and active Ziva Dynamics Account.

2.2 Required Information for Registration

During any Ziva Dynamics’ ZRT Face Training Service account registration process, you may be required to provide certain information in addition to the information you provided when registering for your previous Ziva Dynamics Store Account.

2.3  Security and Credentials

You are responsible for maintaining the security of all logins, passwords, and other credentials issued to or created by you, or otherwise held by you applicable to the Ziva Dynamics’ ZRT Face Training Service Service ("Credentials").  You are also responsible for any and all activities that occur on, through, or under Credentials or otherwise in connection with Project Content or your account; and you agree that Ziva Dynamics is not responsible for any such activities.  You acknowledge that this includes use of any interface that allows for access to the Ziva Dynamics’ ZRT Face Training Service. You also agree to notify Ziva Dynamics immediately of any unauthorized use of any such account or Credentials, as well as any other security breach related to your account, Credentials, or use of the Ziva Dynamics ZRT Face Training Service.

3. Third-Party Software. 

ZRT Face Training Service may incorporate or be bundled with Third-Party Software governed by separate terms, including open source licenses. In such an event, the Third Party Software terms will be identified on this page and incorporated into this Agreement by reference. You agree that you have reviewed and accepted those terms and that your use of ZRT Face Training Service will be deemed acceptance thereof.

4. Restrictions.

You agree that neither you nor any of your Users will, either directly or indirectly, encourage or engage in any of the following prohibited activities:

(i) using “web crawlers”, bots, or other types of software or hardware technology to download automatically materials from ZRT Face Training Service other than via ZRT Face Training Service’s publicly supported interfaces;

(ii) accessing, searching, or attempting to use any part of ZRT Face Training Service other than via ZRT Face Training Service’s publicly supported interfaces;

(iii) attempting to probe, scan, or test the vulnerability of any part of ZRT Face Training ServiceServices;

(iv) abusing referrals or promotions or other activity to get more entitlements than deserved--e.g. more trainings and transfers or other features/functionality; 

(v) attempting to circumvent any Usage limits or other licensing restrictions, timing, or use restrictions associated with ZRT Face Training Service

(vi) breaching, or attempting to breach, any security or authentication measures;

(vii) selling, reselling, renting, leasing, or otherwise supplying or providing access to any part of ZRT Face Training Service to third parties in contravention of this Agreement;

(viii) attempting to modify, copy, or create a derivative work of any part of ZRT Face Training Service;

(ix) reverse engineering, disassembling, or decompiling any part of ZRT Face Training Service or attempting to derive the source code of any part of ZRT Face Training Service(except to the extent otherwise permitted by applicable law);

(x) transmitting or storing personal or identifying data or information related to any individual or materials or content unrelated to your Project Content;

(xi) using ZRT Face Training Service in any manner that would violate any law or any intellectual property or privacy/personality right of any person or party;

(xii) attempting to interfere with or disrupt any network or computer system related to ZRT Face Training Service (e.g., through a virus or by overloading Ziva Dynamics’ network infrastructure);

(xii) disclosing the results of any benchmarking of ZRT Face Training Service, without the prior written consent of Ziva Dynamics;

(xiv) accessing ZRT Face Training Service to develop or build a competitive product or service using similar ideas, features, functions, UI, or UX of ZRT Face Training Service;

(xv) creating Internet “links” to ZRT Face Training Service or the Site that are not associated with, connected, or related to ZRT Face Training Service or the Site; or

(xvi) using ZRT Face Training Service in any way that results in a violation of the Terms applicable to you, including restrictions on the combination or integration of your Project Content developed with one tier of the Ziva Dynamics Software with any of your Project Content developed with another tier.

You acknowledge that Ziva Dynamics reserves the right to immediately suspend or terminate you and your Users’ ability to access and use ZRT Face Training Service in the event you or any of your Users violate any of the foregoing restrictions.

5. Additional Confidentiality Restrictions

5.1 Definition.  “Confidential Information” 

Means:  (a) the ZRT Face Training Service; (b) the resulting assets provided to customer from ZRT Face Training Service usage; (c) any business or technical information of Ziva or Customer that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing Party to the other Party within thirty (30) days of such disclosure; and (iii) the specific terms and pricing set forth in this Agreement. Ziva’s Confidential Information includes all Feedback. 

5.2 Exclusions.  

Confidential Information does not include information that:  (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (b) is rightfully known by the receiving Party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) the receiving Party rightfully obtains from a third party without restriction on use or disclosure.

5.3 Use and Disclosure Restrictions.  

Each Party will not use the other Party’s Confidential Information except as necessary for the performance of this Agreement, including the resulting assets provided to customer from ZRT Face Training Service usage,  and will not disclose such Confidential Information to any third Party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein.  Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance.  The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.  In addition, each Party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such Party

5.4 Publicity.  

Except as permitted by Section 4.4 of the ZIVA DYNAMICS EARLY ACCESS DEVELOPMENT TOOLS LICENSE AGREEMENT, neither Party will issue any press release or make any public statements regarding this Agreement or the subject matter herein without the prior written consent of the other Party. 

6. Privacy

By accessing and using ZRT Face Training Service, you expressly acknowledge and accept Ziva Dynamics' Privacy Policy

Neither you nor Ziva Dynamics will communicate any data to the other in connection with ZRT Face Training Service that constitutes Personal Data of any individual other than of its employees (or you if you are an individual) as necessary under these ZRT Face Training Service Terms.

In the event that you wish to provide Ziva Dynamics with any Personal Data other than as contemplated under this Section 4, then both parties agree to pursue in good faith a “Data Protection Agreement” as required under Data Protection Laws.

The provisions of this Section are without limitation or prejudice to any other remedies provided at law.

7. Feedback  

You are not required to provide Feedback to us, but in the event you do so, Ziva Dynamics will own the Feedback.   You irrevocably assign to Ziva Dynamics all right, title and interest (including all intellectual property and proprietary rights) in and to any Feedback, which Ziva Dynamics, its affiliates and licensees may exploit without restriction.

8. Definitions

Consent” has the meaning set forth in Section 1.2.

Data Protection Laws” mean any data protection laws applicable to Processing of Personal Data, including, without limitation, the EU “General Data Protection Regulation” and all privacy and security laws, rules, and regulations of any applicable jurisdiction, including those in which your or Ziva Dynamics's products or services are provided or rendered, or in which a party has offices.

Feedback” as used in these ZRT Face Training ServiceTerms means any suggestions or other feedback you provide to Ziva Dynamics or its affiliates regarding improvements to or additional features or functionality for ZRT Face Training Service, including suggestions and feedback you post to the Site or other forums or properties owned or maintained by Ziva Dynamics.

Personal Data” (aka personal information) has the meaning set out in the Data Protection Laws.

ZRT Face Training Service” has the meaning set forth in Section 1.1

Processing” has the meaning set out in the Data Protection Laws

Project Content” means all computer files, text, graphics, images, video, information, data, and other materials or content that you or any of your Users upload, store, or transmit to the ZRT Face Training Service service.

Users” as used in these ZRT Face Training ServiceTerms means you, your employees, employees of your affiliated entities, third-party contractors, or others otherwise acting on your behalf who require access to ZRT Face Training Service in the course of creating, maintaining and releasing Project Content.


Purchase LicenseDownload as PDF