END USER LICENCE AGREEMENT (EULA) — IKFACE
Versione / Versión / Version 1.0 · 25-10-2026
1. Parties. Licensor: INFOKRAUSE S.R.L. unipersonale, registered office Via delle Speronelle 15, 09045 Quartu Sant'Elena (CA), Italy, entered in the Cagliari Companies Register, tax/VAT no. 04126260928, share capital € 4,500.00 fully paid, represented by its Sole Director Alejandro José Herrera Krause (the «Provider»). Licensee: the business or professional named in the Order (the «Customer»). This agreement is concluded solely between businesses and is not intended for consumers.
2. Definitions. «IKFace»: the Provider's proprietary software components (API, Core, web interface, installer, configurations, own models and documentation) in the version delivered, including updates. «Third-Party Components»: third-party software, libraries, tools, models and weights included in the delivery. «Order»: accepted quotation, purchase order or specific terms setting edition, Licence Units, licence type, term, price and services. «Licence Unit»: IKFace Edge per video channel; IKFace Server per number of IKFace Edge units managed; modules (e.g. Waze) by annual subscription. «Sensitive Features»: 1:N facial recognition, 1:1 verification, demographic analytics (age, gender, expressions or emotions), forensic video classification, cloud synchronisation and remote support access. «Documentation»: manuals, instructions for use and release notes.
3. Order of precedence. In case of conflict the following prevail, in this order: (1) the Order, on the matters it governs; (2) the data processing agreement (DPA), on personal data; (3) the IKFace Managed Service Terms, if contracted; (4) this EULA; (5) the Documentation. Third-Party Component licences prevail for those components (clause 12).
4. Licence. 4.1 The Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to install and use IKFace for its own business, within the Licence Units, territory and term stated in the Order; the licence may be perpetual or term/subscription. 4.2 The Customer may allow use by its employees and operators and by third parties administering IKFace on its behalf, under equivalent confidentiality and security obligations, and is liable for them. 4.3 The Customer may make the copies needed for installation, backup and recovery, keeping ownership notices. 4.4 IKFace is owned by the Provider and is licensed, not sold; no intellectual property or trademark rights are transferred.
5. Restrictions (proprietary components only). 5.1 Unless authorised in writing or provided in clauses 5.2 and 12, the Customer may not: (a) redistribute, sell, rent, sublicense or offer IKFace as a service to third parties; (b) exceed the Licence Units or circumvent licensing mechanisms; (c) remove ownership notices; (d) decompile or reverse engineer the proprietary components. 5.2 The mandatory rights under Arts. 64-ter and 64-quater of Italian Law 633/1941 (backup copy, observing operation, decompilation for interoperability) are unaffected. 5.3 The restrictions do not apply to Third-Party Components whose licences permit copying, modification, study or reverse engineering, nor to acts that the LGPL requires to be permitted (clause 12.2).
6. Customer responsibility for use. 6.1 IKFace is a tool: the Customer decides whether to use it, which features to enable, where and for what purpose, and is the controller of the personal data processed with IKFace. 6.2 Before enabling and while using Sensitive Features, the Customer warrants that it has and will maintain: (a) a valid legal basis, including for biometric data; (b) the impact assessment, information to data subjects (including under Art. 50 of Regulation (EU) 2024/1689) and the required records; (c) applicable employment authorisations or agreements (in Italy, Art. 4 Law 300/1970 and Art. 11 Law 132/2025) and any permit its business requires; (d) an appropriate configuration of retention, permissions and security under its control; (e) human oversight of results, which are probabilistic: the Customer does not take decisions with legal or similarly significant effects on persons based solely on them. 6.3 The Customer handles data subject rights, for which IKFace provides tools as described in the Documentation.
7. Prohibited uses. 7.1 Any use of IKFace is excluded from the licence, and the Customer undertakes not to carry it out, that: (a) breaches the law or the rights of persons; (b) is a practice prohibited by Art. 5 of Regulation (EU) 2024/1689, in particular inferring emotions in the workplace or education institutions, except for medical or safety reasons, and biometric categorisation to deduce sensitive data; (c) in Italy, uses facial recognition through video surveillance in public places or places open to the public while the suspension under Art. 9 of Decree-Law 139/2021 applies, save for statutory exceptions; (d) serves unlawful surveillance, discrimination or persecution; (e) breaches clause 18. 7.2 Enabling a feature does not mean the Provider validates the lawfulness of its use.
8. Sensitive Features. 8.1 Sensitive Features are delivered disabled and only the Customer enables them. 8.2 On enabling, IKFace displays a notice of the obligations in clauses 6 and 7; enabling means the Customer assumes those obligations.
9. Personal data, Provider access and Managed mode. 9.1 The Provider does not access the data processed with IKFace unless it provides services that require it (Managed, remote support, synchronisation with its services); it then acts as processor under the DPA, which prevails on that matter. 9.2 The Provider does not use the Customer's images, profiles or biometric data to train models without a specific lawful agreement. 9.3 Remote support access takes place only with the Customer's authorisation, and the Customer may request its suspension at any time. 9.4 If the Customer contracts IKFace Managed, after installation the Provider retains administration of the appliance's operating system and the Customer administers the application, under the IKFace Managed Service Terms.
10. Updates and support. 10.1 Support and updates are provided: for subscription licences, during their term; for perpetual licences, while the Customer maintains the optional annual support and updates service, at the price stated in the Order. Without that service the perpetual licence allows continued use of the purchased version and the Provider makes security updates for that version available for 12 months from delivery. 10.2 The Customer installs security updates within a reasonable time; the Provider is not liable for damage that an available, notified update would have prevented. 10.3 A major update may require acceptance of a new EULA version, applying only to the updated version.
11. Licence verification. 11.1 IKFace uses a signed licence activation and verification mechanism that communicates with the Provider's licence server and transmits only: (a) device technical data (system identifier, processor, operating system, hostname, network interfaces and addresses, version and hardware fingerprint); (b) the Customer's and its contact's data needed to manage the licence; (c) licence status and Licence Units in use. It does not transmit images, profiles, biometric templates or recognition events; data (a) and (b) are processed by the Provider as controller to manage licences. 11.2 On 15 days' notice, at most once a year and without disrupting operations, the Provider may verify that use complies with the Licence Units; if the excess exceeds 5 %, the Customer pays for the additional licences at list price plus the reasonable costs of the verification. 11.3 Licensing mechanisms do not prevent the exercise of the rights in clause 12.2.
12. Third-Party Components. 12.1 Each Third-Party Component is licensed by its owner under its own licence, which prevails for that component; this EULA does not alter the MIT, BSD, Apache, LGPL, GPL or other licences nor add conditions to their exercise. Distributing an independent GPL component together with IKFace does not make the proprietary code GPL. 12.2 To the extent required by LGPL 2.1 or 3, the Customer may modify the combined work for its own use, reverse engineer it to debug such modifications and replace or relink the affected libraries with compatible versions; the Provider supplies the required sources, changes, notices and instructions, and no signature, integrity check or activation prevents such acts. 12.3 The inference engine licence does not extend to model weights, each having its own licence; the Customer does not extract weights for use outside IKFace unless their licence permits. 12.4 Third-Party Components are supplied under their licences, including their warranty disclaimers. 12.5 The list of Third-Party Components, with their licences, notices and the channel for obtaining LGPL sources, is contained in the THIRD-PARTY-NOTICES file delivered with each IKFace version and available in the Customer Portal; it forms part of this EULA.
13. Warranty. 13.1 For 90 days from delivery the Provider warrants that IKFace performs substantially in accordance with the Documentation; the sole remedy is correction or replacement and, if not possible within a reasonable time, termination with a refund of the amount paid for the affected licence. 13.2 Otherwise, to the extent permitted by law, IKFace is provided as is; the Provider does not warrant any particular recognition, detection or estimation accuracy, the absence of false positives or negatives, uninterrupted operation or fitness for purposes not stated in the Order; performance depends on cameras, lighting, configuration and environment. 13.3 The warranty does not cover defects caused by hardware, configurations or modifications not made by the Provider, or by use contrary to the Documentation or to clauses 6 and 7.
14. Limitation of liability. 14.1 The Provider's total liability under this agreement is limited to the amount paid by the Customer in the 12 months preceding the event giving rise to it, for the affected licence and services. 14.2 The Provider is not liable for loss of profit, loss of business, loss or corruption of data (which the Customer must back up) or indirect or consequential damages. 14.3 These limitations do not apply in case of wilful misconduct or gross negligence (Art. 1229 Italian Civil Code), personal injury or any other case in which the law prohibits limiting liability.
15. Indemnities. 15.1 The Customer indemnifies the Provider against claims, penalties and reasonable costs (including legal fees) arising from: (a) use of IKFace contrary to clauses 6 or 7; (b) processing of which the Customer is controller; (c) content the Customer places in IKFace. 15.2 The Provider defends the Customer against third-party claims that IKFace's proprietary components, used in accordance with this agreement, infringe intellectual property rights in the EU; it may modify or replace them, obtain the necessary rights or, if not reasonable, terminate the licence with a pro rata refund; combinations, modifications and Third-Party Components not supplied by the Provider are excluded; the cap in clause 14 applies, save for the cases in clause 14.3. 15.3 The indemnified party notifies the claim promptly, hands its conduct to the other party and cooperates reasonably.
16. Confidentiality. Each party protects the other's confidential information, uses it only for this agreement and limits access to those who need it under equivalent obligations; information that is public, lawfully obtained from third parties, independently developed or required by law to be disclosed is excluded. Sources and notices due under free licences are not confidential.
17. Suspension and termination. 17.1 Where there are reasonable indications of use contrary to clause 7 or a serious security risk, the Provider may suspend, with notice where possible, the services it provides (support, updates, remote access, synchronisation, licence renewal), resuming them once the cause ends. 17.2 Either party may terminate for material breach not remedied within 30 days of written notice; the Provider may terminate with immediate effect for breach of clauses 7 or 18 (Art. 1456 Italian Civil Code). 17.3 On termination the Customer stops using and uninstalls the proprietary components, except paid perpetual licences not terminated for breach; data remain under the Customer's control; Third-Party Component licences are unaffected. 17.4 Clauses 4.4, 6, 7, 12, 14, 15, 16, 19 and 20 survive.
18. Export and sanctions. The Customer does not export, re-export or make IKFace available to persons, entities or countries subject to EU, Italian or UN sanctions or embargoes, nor use it for cyber-surveillance purposes requiring authorisation under Regulation (EU) 2021/821 without obtaining it. For sales to public bodies outside the EU the Provider may require an end-user certificate.
19. Governing law. This agreement is governed by Italian law; the 1980 Vienna Convention on the International Sale of Goods is excluded.
20. Jurisdiction. The courts of Cagliari have exclusive jurisdiction over any dispute (Art. 29 Italian Code of Civil Procedure; for EU Customers, Art. 25 Regulation (EU) 1215/2012). The Provider may nevertheless seek interim relief before the courts of the Customer's domicile.
21. Changes and transition. New EULA versions apply to IKFace versions installed after their acceptance. For Customers with earlier versions (M38 or before) without an EULA, this EULA applies from installation of version M39 or later, upon acceptance.
22. Language, notices and acceptance. 22.1 The EULA is drawn up in Italian, Spanish and English; in case of discrepancy the Italian version prevails. 22.2 Notices are sent to the addresses in the Order; for the Provider, to info@infokrause.com. 22.3 Acceptance takes place by signing an Order incorporating the EULA or by electronic acceptance at installation, activation or in the Customer Portal by a person authorised to represent the Customer; version, date, user and device are recorded.
23. Specific approval (Arts. 1341 and 1342 Italian Civil Code). The Customer declares that it has read and specifically approves clauses: 5 (restrictions), 6 (Customer responsibility), 7 (prohibited uses), 10.2 (updates), 11 (licence verification), 13 (warranty and exclusions), 14 (limitation of liability), 15.1 (Customer indemnity), 17 (suspension and termination), 18 (export) and 20 (exclusive jurisdiction of Cagliari). Approval is given by a second signature or an acceptance separate from the general one.