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Iris — End-User Licence Agreement (TEMPLATE)

Not legal advice — template only (see README.md). Fill [BRACKETS]; have counsel finalize per jurisdiction (esp. governing-law, liability caps, BIPA/US, RU/sanctions riders).

This Agreement is between [LICENSOR LEGAL NAME, registered in Poland/EU, no. KRS [...]] ("Licensor") and the customer ("Licensee").

1. Licence grant

Licensor grants Licensee a non-exclusive, non-transferable, revocable licence to install and run the Iris software ("Software") on the licensed hardware/deployment identified in the licence file, for the number of cameras and the entitlement tier stated therein, for the subscription/term purchased. The licence is bound to the deployment hardware; running on non-matching hardware or beyond the camera/tier limit is not licensed.

1a. Free trial / evaluation licence

Where offered, Licensor may grant a free evaluation ("trial") licence valid for a fixed period of seven (7) days from activation. The trial: - unlocks the full feature set and is not a warranty of fitness (see §8); - is bound to the evaluation hardware and limited to one (1) trial per machine (keyed to the hardware's GPU identity); attempts to reset, clone, or obtain multiple trials are not licensed; - is online-only: it requires periodic successful check-in with Licensor's licence server and carries no standing offline grace period — it will cease to operate without connectivity and automatically expires at the end of the 7-day period, whether or not online; - confers no right to continued use after expiry; continued use requires a purchased licence under §1; - is revocable at any time at Licensor's discretion and otherwise subject to all terms of this Agreement (including §§2, 4–6, 8–11).

By installing or activating the Software in trial mode, Licensee acknowledges and accepts the 7-day, online-only, one-per-machine nature of the trial.

2. Restrictions

Licensee shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, except where such restriction is prohibited by applicable law; (b) remove, disable, or circumvent any licence enforcement, integrity, or code-protection mechanism; (c) copy, resell, sublicense, rent, or distribute the Software; (d) use the Software beyond the licensed cameras/tier/term; (e) use the Software in violation of any applicable law (incl. data-protection, biometric, surveillance, and export/sanctions law).

3. Third-party & AI models (pass-through)

The Software may load AI models supplied by third parties. Detection-only is the default configuration. Licensee is responsible for ensuring it holds all licences required for any model it enables. In particular, face-recognition models (e.g. InsightFace buffalo_l) are licensed for non-commercial use only by their authors; to enable face recognition Licensee must obtain its own commercial face-model licence or supply its own licensed model pack. Open-source components are licensed under their respective licences (see the distributed THIRD_PARTY_NOTICES).

4. Biometric & AI features — opt-in; Licensee responsibility

4.1 The Software ships with biometric identification disabled (biometrics_enabled=false): face recognition, persistent face-anchored identities, and age/gender are off. 4.2 If Licensee enables biometric features, Licensee acts as the data controller and is solely responsible for: a lawful basis for biometric processing (e.g. explicit consent under GDPR Art. 9 / written consent under BIPA and RU 152/572-ФЗ), required notices, a DPIA where applicable, retention/destruction policies, and any EU AI Act deployer obligations (the Software may constitute a high-risk AI system when used for biometric identification). 4.3 Audio / speech-to-text: Licensee is responsible for compliance with audio-recording and wiretap laws, including all-party consent jurisdictions (e.g. certain US states) and voice-as- biometric rules (e.g. RU 572-ФЗ). The Software provides controls to disable audio. 4.4 Licensee shall not use the Software for purposes prohibited by the EU AI Act or other law (e.g. unlawful real-time remote biometric identification, social scoring).

5. Data; on-prem; no Licensor processing

The Software runs on Licensee's hardware. Licensor does not access, receive, or process Licensee's video, audio, biometric, or personal data. The optional licence-heartbeat transmits only the licence id, hardware fingerprint, and health status — no personal data. Licensee is the sole controller of all captured data; no Licensor-side data-processing agreement is required for the on-prem deployment.

6. Export controls & sanctions

6.1 Each party represents it is not a sanctioned/restricted party (EU, OFAC, UK, UN lists) and is not owned/controlled by one. 6.2 Licensee shall comply with all applicable export-control and sanctions laws and shall not use, export, or re-export the Software in violation of them. 6.3 Licensor may suspend/terminate if performance would breach applicable sanctions. 6.4 [RU/CIS rider:] the parties acknowledge cross-border supply may be subject to EU export controls; [reseller/structure] and a legal opinion govern supply into [Russia/CIS].

7. Updates & subscription

Updates are provided during the paid subscription period via signed release manifests. After expiry the Software continues to run offline on the last-installed version (no bricking); new updates require renewal. Licence enforcement includes an offline grace period.

8. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Licensor disclaims all implied warranties (merchantability, fitness, non-infringement). The Software is a security aid, not a guarantee; Licensor does not warrant uninterrupted recording or detection accuracy. AI detection and recognition are probabilistic and may produce errors (false positives/negatives); Licensee shall not rely on them as the sole basis for any consequential decision about a person.

9. Limitation of liability

To the maximum extent permitted by law, Licensor's aggregate liability shall not exceed the fees paid in the [12] months preceding the claim; Licensor is not liable for indirect, incidental, or consequential damages. [Carve-outs per local law: e.g., cannot limit liability for death/personal injury, gross negligence, or wilful misconduct (EU/UA).]

10. Indemnity

Licensee shall indemnify Licensor against claims arising from Licensee's unlawful or non-compliant use, including biometric/surveillance/audio processing without a lawful basis or consent, and breaches of data-protection or export/sanctions law.

11. Term & termination

Effective until the subscription expires or on material breach (incl. circumvention of protection, exceeding limits, or unlawful use). On termination Licensee shall cease use; data on Licensee's hardware remains Licensee's responsibility.

12. Governing law & venue (select per region)

  • EU/world: laws of [Poland]; venue [Warsaw]; UN CISG excluded.
  • US variant: laws of [Delaware]; [arbitration, AAA, seat]; BIPA notice: Software ships without biometric capture enabled; any biometric use is Licensee's responsibility under 740 ILCS 14 et seq.
  • Russia/CIS variant: [local law / reseller agreement]; consumer-protection and currency-control as applicable.

13. Miscellaneous

Entire agreement; no waiver; severability; assignment only by Licensor; notices to [email/address].

Annexes to attach: THIRD_PARTY_NOTICES, the privacy-notice template (Licensee-facing), data-protection rider per region, and the order form (cameras/tier/term/price).