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These Terms of Service (“Terms”) outline the basis on which Realeyes OÜ and its affiliates (“Realeyes”) provide services to you (“Client”). Realeyes OÜ is located at Vahe 15, Tallinn 11615, Estonia.
Realeyes offers emotion analytics services to enhance web content and video advertising, including market research, emotion data analysis, insight reporting, and access to proprietary dashboards and analytic tools. The Services outlined in each Order Form will be accessible through a secure login and password, delivered with reasonable care and skill. Performance dates are estimates, and delays do not entitle termination. Affiliates of Realeyes may provide some or all Services, for which Realeyes remains responsible. By entering into an Agreement with Realeyes, these Terms form the agreement between us.
Realeyes grants Client a non-exclusive, non-transferable, limited, personal, revocable license to use the Service. Client agrees not to: a) transfer, sublicense, or sell Service rights; b) clone the Service or use its data for competitive products; c) remove proprietary notices; d) decompile or reverse engineer the Service; e) modify or create derivatives of the Service; f) introduce malware; g) scrape or copy data; h) use excessive bandwidth; i) exploit vulnerabilities; j) pose security risks; k) misrepresent its identity; l) promote illegal activities; m) commercially use the Service without prior written consent from Realeyes; or n) disrupt the Service or other users’ enjoyment.
Client must not: a) transmit any Personal Data to Realeyes except for data about its representatives working with Realeyes under this Agreement; b) provide passwords or allow third-party access to Realeyes Technology without written consent from Realeyes; c) disclose or share any part of the Services in a way that competes with Realeyes or for compensation; d) decompile, reverse engineer, or disassemble the Services or its underlying technology, except as permitted by law; or e) sublicense, distribute, modify, adapt, translate, or remove any proprietary or copyright notices from the Services.
Client must: a) access the Service as specified and b) protect login credentials. Realeyes may impose usage limits and monitor compliance. Violations may lead to access restrictions. Realeyes can update the Service and will notify Client of major changes. Client must stay updated, ensure compatibility, secure necessary software and services, and ensure secure interactions. Using outdated versions may lead to communication issues and discontinued support.
Client will pay the Fees set out in the Order Form, excluding VAT or similar taxes, which must be paid concurrently. Payment is required in advance, with invoices due within 30 days of issuance. Notify Realeyes in writing within 5 working days of the Term start about any Service discrepancies. Realeyes will resolve valid issues at no extra charge. If no notification is given, the Services are deemed accepted. Unpaid invoices not in dispute within 30 days may result in Service suspension and incur daily interest at 4% per year above the Bank of England’s base rate.
Client warrants that all Client Materials comply with relevant laws in all regions where they will be tested. If they do not comply, the Client accepts liability for any related claims. Client warrants that has all necessary permissions and rights to make the Client Materials available to Realeyes, its subcontractors, and the relevant test audience. This ensures Realeyes can perform its obligations under this Agreement regardless of the method used to deliver the Client Materials to Realeyes. Client grants Realeyes a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, distribute, digitally display, and create derivative works from the Client Materials for delivering contracted Services and for product and service development.
All intellectual property rights in any materials provided by Client will continue to belong to Client (or its licensor). All intellectual property rights arising out of or in connection with the Services, including survey data, will continue to belong to Realeyes (or its licensors).
Realeyes uses a secure connection to upload all data collected under this Agreement to Realeyes’ data servers. Reporting will be made available to Client either via a password-protected client account or an API as defined in the Order Form. Realeyes retains the rights to use aggregated and/or de-identified survey data and results on a basis that does not identify Client. This includes for quality assurance purposes, enhancing its reporting capabilities and otherwise supporting the development, improvement, and enhancement of its software, technologies, methods, processes, algorithms, ideas, and inventions.
All Confidential Information shared by one party with the other will be kept confidential. The Receiving Party, including its employees and subcontractors, must not disclose or use this information except: a) as necessary to fulfill obligations or rights under this Agreement; b) for audits provided third parties involved are bound by similar non-disclosure agreements; c) by group companies for management purposes subject to similar non-disclosure agreements; d) by professional advisers bound by confidentiality obligations; and e) through secure and controlled methods as part of their work, ensuring protection via paid business licenses and API connections.
Each party agrees to: a) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure, at least to the same extent it protects its own Confidential Information; and b) avoid mixing Confidential Information with its own data as much as possible. Confidential Information does not include information that: a) is trivial or obvious; b) becomes public knowledge through no fault of the Receiving Party; c) was already known to the Receiving Party without restriction before receipt; d) is received from a third party without an obligation of confidentiality; or e) is independently developed without using the Disclosing Party’s Confidential Information.
The Receiving Party may disclose Confidential Information if required by law, regulatory demand, or stock exchange rules, after giving prior notice to the Disclosing Party if possible. Upon request, the Receiving Party will return or destroy all Confidential Information within 30 days and certify compliance by a director’s signature.
THE SERVICES, INCLUDING REALEYES INFORMATION AND REALEYES TECHNOLOGY, ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED IN THESE TERMS, REALEYES AND ITS LICENSORS DISCLAIM AND CLIENT WAIVES ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR ARISING BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.
REALEYES AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS OR INFORMATION, BUSINESS INTERRUPTION, COST OF COVER, OR CAPITAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, NEITHER REALEYES NOR CLIENT WILL BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. THE MAXIMUM AGGREGATE LIABILITY OF REALEYES RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER CAUSE OF ACTION, WILL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT FOR THE AFFECTED PORTION OF THE SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE SIX-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUED.
NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR: A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS; OR B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR C) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
For all ordering and operational queries, please contact the Support Team at support@realeyes.zendesk.com or call +44 20 3322 2205 (UK) or +1 617 936 7241 (US) from 9am to 10pm UK time, Monday to Friday, excluding UK and US public holidays. We aim to respond to all queries within 3 business hours.
Client will not provide any Personal Data to Realeyes, other than Personal Data relating to its employees or representatives working with Realeyes under these Terms. In respect of such Personal Data, Realeyes processes this Personal Data as the data controller, only for the purposes of fulfilling its obligations under these Terms and in full compliance with applicable data protection legislation. If Realeyes and Client process Personal Data as separate data controllers, they must comply with all relevant data protection laws, including GDPR and the Data Protection Act 2018. In case of transfer from the EEA or the UK to a non-EEA or non-UK country without adequate protection, the parties must ensure appropriate safeguards are in place for data transfers.
Realeyes grants the Reseller a non-exclusive, non-transferable, and revocable license to market, distribute, and resell Realeyes’ services within the specified Territory in the Order Form for the duration of these Terms. The Reseller has the right to resell the Service within the specified Territory on a non-exclusive basis unless otherwise agreed in writing by both parties. Any changes to the Territory or exclusivity must be agreed upon in writing. Reseller shall not modify, reverse engineer, or create derivative works from the Service. Reseller is prohibited from sublicensing the Service to third parties without Realeyes’ express written consent.
Realeyes retains all intellectual property rights in the Service. The Reseller is granted a limited right to use Realeyes’ trademarks, logos, and branding materials solely for the purpose of marketing and reselling the Service. Reseller shall use commercially reasonable efforts to market and promote the Service within the specified Territory.
Realeyes shall provide initial training and ongoing support to the Reseller as detailed in the Order Form. Additional support services requested by the Reseller may be subject to additional fees.
These Terms will remain in effect unless terminated as outlined here. Either party may terminate these Terms if: a) the other party commits a material breach which remains uncured 30 days after written notice; b) the other party suspends, threatens to suspend, ceases, or threatens to cease to carry on a substantial part of its business; or c) the other party’s financial position deteriorates to the extent that it cannot fulfill its obligations under these Terms. Realeyes may terminate the Services with 30 days written notice if discontinuing the Service for all clients. Upon termination, the Client must stop using the Services, Realeyes Information, and Realeyes Technology, and all rights and access granted will terminate immediately. Obligations related to any active study will continue despite termination. Termination does not affect accrued rights and remedies.
These Terms and any disputes arising from them are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales for any disputes related to these Terms.
Separability: Each paragraph of these Terms operates separately. If any part is deemed unlawful or unenforceable, the remaining parts will remain in full force and effect.
Agency and Partnership: These Terms do not create an agency or partnership between the parties.
Governing Terms: The Terms posted on the Realeyes website at the time the Order Form is signed will govern the relationship between the parties.
Third-Party Rights: No third party will have rights under these Terms, except for authorized resellers.
Notices: Notices must be sent by email to the address provided in the Order Form and will be deemed delivered at 9:00 AM (EST/EDT) on the first working day after emailing.
Assignment: Realeyes may assign its rights and obligations under these Terms to another entity but will notify Client if this happens. Client may only assign its rights or obligations with Realeyes’ written consent.
Interpretation: The words “including,” “include,” “in particular,” “for example” or similar expressions are illustrative and do not limit the preceding words.
Force Majeure: If either party is delayed or prevented from performing any act due to reasons beyond their control, such as communication system failures, labor troubles, material shortages, governmental orders, acts of God, terrorism, weather conditions, or third-party interference, performance will be excused for the period of delay.
Entire Agreement: These Terms set out the entire agreement and understanding between the parties, superseding any previous agreements related to its subject matter. Each party agrees that it has not relied on any warranties or representations other than those expressly set out in these Terms.
Counterparts: These Terms may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. These Terms are not effective until all parties have executed a counterpart.
No Waiver: No failure or delay by a party in exercising its rights or remedies will operate as a waiver unless in writing. No single or partial exercise of any right or remedy will preclude any other or further exercise of that or any other right or remedy.
Effective as of and last updated: 3rd June 2024.
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