
#  Realeyes Special Terms of Service for XP Attention & Emotion and XP Identity

Realeyes OÜ
Vahe 15
11615 Tallinn
Estonia

Effective Date:
2023-09-7

Realeyes offers services provided by Realeyes OÜ (Vahe 15, Tallinn 11615, Estonia, registry
code: 11730664) and its affiliates (collectively "Realeyes," "us," "we," or "our").
These Special Terms of Service ("Special Terms") set out the terms on which Realeyes
provides Client (also referred to as ‘you’, ‘your’ or ‘user’) its software, application, and other
products and services ("Services"). By using the Services, Client agrees to be bound by these
Special Terms, including all other terms and policies incorporated herein by reference, and
enters into a legally binding agreement with Realeyes ("Agreement").
The Services are governed by two separate but complementary sets of terms: the Terms of
Service ("General Terms") and these Special Terms. By using the Services, Client agrees to
comply with both sets of terms. If there is a conflict or inconsistency between the General
Terms and the Special Terms, the provisions of the Special Terms shall supersede and take
precedence over the conflicting or inconsistent provisions in the General Terms.
If the Client is utilizing the Services on behalf of an organization, the Client represents that
they have the authority to bind such organization to this Agreement. The terms "Client" and
"user" will encompass the individual user and the respective organization. Should the Client
not concur with these terms in full, they are advised not to use our Services. Client and
Realeyes are referred to herein individually as a "Party" and jointly as the "Parties".
## 1. Services Description
Realeyes has developed proprietary online Software as a Service (“SaaS”) providing computer
vision capabilities. The Services provided by Realeyes through this SaaS include:
### 1.1 XP Attention & Emotion
The market-leading Vision AI (Artificial Intelligence) models offered by Realeyes are of
premier quality and lightweight, designed to operate locally on the client-side subsequent to a
methodical integration into Clients host application. Upon securing the user's consent, our
Software Development Kit (“SDK”) activates the webcam feed, analyzing images at a rate of
up to 32 frames per second. This subsequently captures five measurements every second,
gauging users' likelihood of manifesting Attention and several emotion classifiers. Data, in
real-time, is provisioned on the client-side for the host application's benefit. Concurrently,
near-real-time data is relayed to the cloud or other specified endpoints utilizing a
publisher/subscriber architecture.
### 1.2 XP Identity
The XP Identity service employs our premier Vision AI models, designed to function either
locally on the client-side or within the cloud, safeguarded behind a secure API endpoint. Upon
obtaining user consent, the SDK activates the webcam feed, seizes an image, and channels it
through Realeyes' proprietary Vision AI. This procedure calculates a user's distinct facial
embedding. Such embedding can then be juxtaposed against a pre-existing user set for
authentication purposes and to discern any duplications. Furthermore, XP Identity possesses
the capability to identify bots, potential demographic discrepancies via age/gender
assessments, and attempts at presentation or injection attacks wherein users strive to elude
verification.
These SaaS solutions are collectively referred to herein as “Software”. For the Software to
work as intended and engage its full potential, Realeyes requests Client’s permission to use
the front-facing or secondary camera on its device. Realeyes does not store video or images
from camera on Client’s device or systems, servers or cloud storage. Only binary outputs of
the data derived from video or images are sent to Realeyes’ servers. Any images accessed
from the camera will be discarded immediately after processing it on Client’s device, where
such technical processing should not take longer than one second at most. For more
information about controls over the data, please refer to Realeyes Privacy Policy.
## 2. License, restrictions and prohibited use
Realeyes hereby grants Client a non-exclusive, non-transferable, limited license to access and
use the Services.
Client shall not, and shall not permit any third party to: (a) modify, adapt, or create derivative
works based on the Services. For the purposes of this Agreement, "modify" means to change,
edit, adapt, translate, decompile, or otherwise alter the Software or any of its components,
including but not limited to its source code, logic, algorithms, layout, and user interface.; (b)
sublicense, rent, lease, loan, or otherwise transfer the Services or any rights granted herein;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code
of the Services; (d) remove or alter any copyright, trademark, or proprietary notice on the
Services; (e) sell, resell or commercially use the Services or (f) use the Services other than for
their intended purpose and in any manner that could interfere with, disrupt, negatively affect
or inhibit other users from fully enjoying the Services or that could damage, disable,
overburden or impair the functioning of the Services in any manner.
## 3. User Data and ownership
The Service analyses engagement and emotional reactions while Client uses or interacts with
Third-party applications that Client share and create by using our Services (collectively
referred to as ‘User Data’). Except as otherwise provided in Section 4, Client owns User Data
that is originated from its users in the course of using the Services. Realeyes has no ownership
rights in or to User Data. Client is solely responsible for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property ownership or right to User Data. User Data
is Confidential Information pursuant to the Confidentiality section below. Client represents
and warrants that has the right and all consents necessary to provide and input User Data into
the Services and for Realeyes to process User Data as contemplated herein.
To provide the Services to Client, Realeyes needs certain rights to access, analyse, and use
User Data. For this purpose, Client grant Realeyes a non-exclusive and royalty-free license to
use, reproduce, and analyse User Data for the purpose of providing the Services and support
product development.
Client represents and warrants that: (i) owns all rights in and to User Data or, has the necessary
licenses, rights, consents , and permissions required by applicable law to grant the rights in
these Terms, including in respect of any other individuals who are using at the same time as
Client the same Third-party application on the same device and therefore appearing together
with Client on the camera feed of the given Third-party application; (ii) Realeyes’ use of such
User Data as permitted by these Terms, will not violate any rights of or cause any injury to any
person or entity; (iii) will not violate any applicable law, rule or regulation, including export
control laws and privacy laws; (iv) no children under the age of 16 will appear in the camera
feed of the given Third-party application that Client uses.
## 4. Intellectual Property Rights, Use of Aggregated Data
The Services, including but not limited to the source code, logic, algorithms, layout, user
interface, and documentation, as well as all related trademarks, copyrights, patents, and other
intellectual property rights, are and shall remain the sole and exclusive property of the
Realeyes. This Agreement does not grant Client any rights, implied or otherwise, to the
Software or any related intellectual property, except for the limited license expressly granted
herein. Client shall not attempt to infringe upon or contest the validity of the Realeyes'
intellectual property rights in any jurisdiction.
Nothing in this Agreement prohibits Realeyes from using any aggregated, de-identified
information it collects and uses in connection with the Services (collectively referred to as
“Aggregated Data”) for data analytics purposes, including to create statistics, publish reports
and other analytics to improve the quality of its services. The purposes include machine
learning and training, quality assurance purposes, enhancing its reporting capabilities and
otherwise supporting the development, improvement and enhancement of Realeyes products,
technologies, methods, processes, algorithms, ideas and inventions.
Before being used, all data will be anonymized, aggregated and deidentified so that it does
not directly or indirectly identify or reveal such information that can be associated to Client;
any outputs will be aggregated, anonymized and de-identified so they in no event include any
information directly or indirectly identifying or revealing such information that can under any
reasonably likely circumstance or through any reasonably likely technique, be associated to
Client; and Realeyes must not make any attempt to re-identify Client to any Aggregated Data
and have implemented technical safeguards and business processes that prevent and
prohibit re-identification.
## 5. Privacy Terms
Client acknowledges that the Services will process biometric data. All such data and
information will be collected and used by Realeyes in accordance with Realeyes Privacy
Policy, which Client acknowledges.
### 5.1 Applicable laws. Parties agree to comply with all applicable local laws or regulations
relating to the processing of personal data as contemplated under this Agreement, including
in particular, but not limited to, the following as amended, extended or re-enacted from time
to time: (i) EC Directive 2002/58/EC on Privacy and Electronic Communications; (ii) GDPR
(the General Data Protection Regulation (EU) 2016/679); (iii) the UK GDPR (with the meaning
given to it in section 3(10) of the Data Protection Act 2018, as supplemented by section 205(4)
of that Act); (iv) USA Data Privacy Laws (any US state law concerning the processing of
personal data, as implemented in the relevant US state, including, but not limited to: the
California Consumer Privacy Act 2018, Cal. Civ. Code §§ 1798.100 et seq. (as amended) the
Virginia Consumer Data Protection Act (as amended) and the Colorado Privacy Act, the
Connecticut Privacy Act, the Utah Consumer Privacy Act (when in force); and (v) LGDP
(General Personal Data Protection Act Law No. 13.709 / 2018).
### 5.2 Data processors. When appointing data processors, Parties shall carry out adequate due
diligence to ensure those can comply with the terms under Article 28 GDPR; and enter into a
written agreement with each data processor on terms required under Article 28 GDPR.
### 5.3 Security Measures. Parties shall maintain appropriate technical and organizational
measures to ensure the security and confidentiality of the personal data processed through
the Services.
### 5.4 Data Breach. In the event of a personal data breach, Parties shall comply with all
obligations under data protection legislation described above in respect to the mitigation, and
remediation of any personal data breach. Parties and their data processors shall take any and
all measures necessary to minimize the adverse impacts of the personal data breach, to
restore the security, confidentiality, and/or integrity of the personal data, and to prevent a
recurrence of any personal data breach.
### 5.5 User Consent. Realeyes is responsible for obtaining the required informed consent from
users for the collection, processing, and storage of personal data.
### 5.6 Data Storage and Retention. Data will be retained only for the period necessary to fulfill
the purposes outlined in this Agreement and to support Realeyes’ product development
process, unless a longer retention period is required by law.
### 5.7 Data Sharing. Neither party shall share the processed personal data with third parties
unless required by law or explicitly permitted in writing by both parties.
## 6. Pricing, invoicing and payment terms
Client agrees to pay Realeyes based on a consumption-based, pay-as-you-go pricing model.
Charges for the use of the Services will be calculated based on the number of API calls placed
to Services within a month and metered at $0.10 per call. Payment for the usage of the
Services shall be made by Client within 30-days calculated from the date of the invoice.
a. Tier 1 - Student & Hobbyist
Students - "Learn the tools and workflows professionals use on the job"
Feature Description:
Pricing Free
Eligibility Students 16 years or older enrolled in
accredited educational institutions.
Can provide valid consent to collection &
processing of their personal information.
Includes • Latest version of SDK.
• Resources to get started and learn.
Personal / Startups - "Start creating with the free version"
Feature Description:
Pricing Free
Eligibility Revenue or funding was less than $100k in
the last 12 months.
Includes • Latest version of SDK.
• Resources to get started and learn.
b. Tier 2 - Individuals & Teams
Pro - "Unlock your app's potential with human measurement of Attention, Emotion & Identity"
Feature Description:
Pricing 30-day free trial, followed up by:
XP Attention & Emotion -- 100 free
measured hours / month. After that it is
tiered pricing by volume:
• up to 500 measured hours
o Client-side - $0.92 / hour
o Server-side - $1.53 / hour
• up to 4000 measured hours
o Client-side - $0.64 / hour
o Server-side - $1.07 / hour
• 4000+ measured hours
o Client-side - $0.45 / hour
o Server-side - $0.75 / hour
XP Identity - 100 free calls / month. A fee of
$0.10 per call thereafter.
Eligibility Revenue or funding exceeds $100k in the
last 12 months.
Includes • Latest version of SDK
• Cloud data pipeline processing in
GCP (for XP Attention & Emotion)
• Resources to get started and learn
• Access to technical support
c. Tier 3 - Enterprise
Enterprise - "Manage complex integrations of Vision AI with expert support and creation tools
that scale for teams of any size"
Feature Description:
Pricing Contact Us
Eligibility N/A
Includes • Latest version of SDK
• Cloud data pipeline processing in
GCP (for XP Attention & Emotion)
• Expedited access to technical
support
• On-demand consulting and training
• Early access to new features and
capabilities
• Quarterly business reviews and
Product team access
## 7. Support and maintenance
Realeyes shall provide Client with reasonable support and maintenance for the Software.
Client acknowledges that the Software is provided "as-is" and Realeyes makes no warranties,
other than those stated in “Warranty and disclaimer of other warranties” section, regarding its
fitness for a particular purpose or that it will be error-free.
## 8. Technical Specifications
To use the Services, at least the following supported browsers and hardware requirements
are required:
Web Mobile Desktop / Server
Required Memory 30 MB 500 MB 253 MB
File Size 30 MB 100 MB 150 MB
Platform Support Chrome, Safari, Edge Android 6.0+, iOS
13.0+
12+Windows, Linux,
Mac OS (Operating
System)
Further information is available on the technical specifications at Realeyes Experience
Platform.
## 9. Third-Party applications
Realeyes Software may be integrated into or be provided in connection with Third-party
applications. Realeyes does not control any such Third-party applications. Realeyes
additionally makes no claim, warranty or representation regarding the Third-party application
and accepts no responsibility for (i) the quality, content, nature, accuracy, safety,
appropriateness or reliability of Third-party applications, or (ii) any loss, damage or harm of
any sort incurred as the result of Client’s interaction with Third-party applications. Client’s use
of any Third-party application and interactions or communications with Third-Party Service
Providers is solely between Client and the applicable Third-Party Service Provider (including,
without limitation, being subject to any terms of service or terms of use governing those Third-
party applications). There is no implied affiliation, endorsement, or adoption by Realeyes of
these Third-party Service Providers and Realeyes shall not be responsible for any content
provided on or through these Third-Party applications. Realeyes advises Client to read the
terms of use and legal agreements that apply to these Third-Party Services.
The Services may be accessed across multiple devices; however, it should be linked to a
unique account hash for each Client. Client(s) must ensure the uniqueness of their account
hash when integrating the Services into their applications. Unauthorized replication or sharing
of the account hash shall be considered a material breach of this Agreement, leading to
immediate termination and revocation of the license. For licensing related to multiple account
hashes, Client must obtain additional licenses from Realeyes.
## 10. Warranty and disclaimer of other warranties
Realeyes represents and warrants that it will take reasonable commercial efforts to ensure
that the Services, in the form and when provided to Client, will be free of any viruses, malware,
or other harmful code. For any breach of the foregoing warranty, Client’s sole and exclusive
remedy, and Realeyes’ sole obligation, is to provide a replacement copy of the Services
promptly upon notice.
ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE
PROVIDED “AS IS,” AND REALEYES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND
REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT,
TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY,
WHETHER EXPRESS, IMPLIED, OR STATUTORY. REALEYES WILL NOT BE LIABLE FOR
DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF
THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE
REASONABLE CONTROL OF REALEYES. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
NEITHER REALEYES NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY
REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY
SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE
USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B)
THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE
SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR
DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION, THE
SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLIENT MAY HAVE
OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
## 11. Term
This Agreement shall commence on the date of acceptance or first download, install, access,
or use of the Service, and shall continue until terminated by either party in accordance with
the terms herein.
## 12. Termination
This Agreement may be terminated by either Party if the other Party commits a material
breach of this Agreement or breach of applicable law and fails to cure such breach within
thirty (30) days after receiving written notice. Termination is not an exclusive remedy for either
Party under this Agreement.
Should the Client violate any provision of these Terms, or its access or use of the Service
violates any law or regulation, then Client’s license to use the Service and these Terms shall
automatically terminate without any further action of Realeyes. Additionally, Realeyes may, at
its sole discretion, terminate these Terms, or suspend or terminate Client's access to the
Service, at any time for any reason, with or without notice.
The Client may terminate these Terms and its access to Realeyes Services at any time by
uninstalling the Software from its device or removing the Software from the given Third-party
application.
## 13. Effects of termination
Following termination as per section above, all licenses granted under this Agreement shall
immediately terminate and revert to Realeyes. Client shall cease all use of the Services and
immediately remove all installations of the Software from its systems and devices. Client shall
return or, at the discretion of the Realeyes, destroy all copies of the Software and any
associated documentation, in all forms and types of media, in its possession or control. Client
shall certify in writing to Realeyes that it has complied with all such requirements within 30-
days of the termination date, if requested.
Any unpaid amounts or fees owed by Client to Realeyes shall become immediately due and
payable and clauses or terms of this Agreement that by their nature should survive
termination, including but not limited to Intellectual Property Rights, Use of Aggregated Data;
Warranty; Confidentiality; Indemnification; and Limitation of Liability shall continue to be
effective or enforceable after the termination of the Agreement.
## 14. Modification of Services
Realeyes reserves the right to modify or suspend all or portions of the Service at any time,
temporarily or permanently, without notice to Client. Realeyes will have no liability for any loss
or harm related to Client's inability to access or use all of parts of the Service.
## 15. Indemnification
Client hereby agrees to indemnify, defend, and hold harmless Realeyes and its officers,
directors, employees, agents, licensors, suppliers, and any third-party information providers to
the Service against all losses, expenses, damages, and costs, including attorneys' fees,
incurred by Realeyes arising out of or related to Client’s unauthorized or improper use of the
Software, Client’s violation of this Agreement, or Client's violation of any law, regulation, or
third-party rights. This indemnification obligation will survive the termination of this
Agreement and Client's use of the Software. Realeyes shall promptly notify the Client in writing
of any claims or legal actions in respect to matters covered by this indemnification. The Client
shall have sole control over the defense of such claims and actions and may settle such
claims at its sole discretion. Realeyes may, at Clients’ expense, engage counsel to observe
and to participate in the defense.
## 16. Limitation of Liability
IN NO EVENT WILL REALEYES BE LIABLE UNDER THIS AGREEMENT OR ANY THEORY OF
RECOVERY FOR ECONOMIC LOSSES (INCLUDING LOSS OF REVENUES, PROFITS,
CONTRACTS BUSINESS OR ANTICIPATED SERVICES). EXCEPT FOR CLIENT’S OBLIGATIONS
OF INDEMNITY OR A BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, NEITHER PARTY
SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER
ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. REALEYES' TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL
IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO REALEYES UNDER THIS
AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY,
NEITHER PARTY EXCLUDES NOR LIMITS ITS LIABILITY TO THE OTHER PARTY FOR
DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF ITS
AGENTS OR EMPLOYEES, FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER
LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
## 17. Confidentiality
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”)
has disclosed or may disclose information relating to the Disclosing Party’s business
(hereinafter referred to as “Confidential Information”). In respect of Confidential Information,
provision of Section 6 from General Terms applies.
## 18. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England and such disputes shall be finally settled
by arbitration under the Rules of Arbitration of International Chamber of Commerce by three
(3) arbitrators appointed in accordance with the said rules. The arbitration shall proceed in
the English language in London. The arbitration award shall be final and binding upon both
parties.
## 19. Assignment
All of Realeyes' rights and obligations under this Agreement are freely assignable by Realeyes
to any other person or company without restriction and without obtaining Client’s approval.
Client may not assign any of its rights and obligations to any third party by operation of law or
otherwise without Realeyes’ prior written approval.
## 20. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be
struck from this Agreement and the remaining provisions will remain in full force and effect.
## 21. Export Controls
Client warrants that is not a citizen or a permanent resident of a country that is subject to
applicable U.S. trade sanction laws and regulations (e.g., Cuba, North Korea, Iran, Sudan, and
Syria, as such list may be amended) or and equivalent EU or UK sanctions that would prevent
Realeyes from providing Client access to the Services. Client warrants that is not named on
any government sanctions, debarment, or exclusion list or export-controlled related restricted
party list (collectively, “Sanctions Lists”). Client will immediately discontinue its use of the
Services if Client or any of its personnel is placed on any Sanctions List. Client also warrants
that it will not export, re-export, or transfer the Software to an entity on any Sanctions List or
otherwise use the Software in a manner that would be in violation of applicable laws.
Notwithstanding anything to the contrary in these Terms, Realeyes may terminate this
Agreement, effectively immediately if Client is in breach of the obligations in this section.
## 22. Entire agreement
This Agreement incorporating the General Terms of Service, Special Terms of Service and
referenced documentation constitutes the entire agreement between the Parties.
Changes to the Terms
Realeyes may update these Terms from time to time. Realeyes will notify Client of changes
by posting an announcement on its website, providing a notice during the use of the Service,
or updating the date at the top of these Terms. Client is immediately bound by any changes
to these Terms (by any of the means mentioned above) if Client continues using Realeyes
Services after it is notified of these changes. Client’s continued use of the Services after such
notice confirm its acceptance of the changes.