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ICONIK TERMS AND CONDITIONS
These Iconik Terms and Conditions (together with any Service Orders, the “Agreement”) govern
the relationship between Iconik Media AB (“Vendor”) and each end user customer (each a
“Customer”) concerning the Customer’s use of the Iconik media asset management solution
(the “Software Platform”).
1. Software Platform.
1.1. Purchases. Customers may purchase a subscription to use the Software Platform for a
fixed period or purchase credits that may be used to consume Software Platform features.
Purchases may be made via (a) execution of a service order with the Vendor; or (b) a direct
purchase through the Vendor’s website. The foregoing service order or purchase terms stated at
the time of a direct purchase shall be referred to as the “Service Order.”
1.2. Access. Subject to the terms hereof, the Customer and its authorized personnel
(“authorized users”) shall have the right to access and use, via online means, the Software
Platform during the Service Period for the Customer’s internal business purposes in accordance
with the documentation supplied on the Vendor’s website concerning proper usage of the
Software Platform (the “Documentation”). The “Service Period” means the Customer’s active
subscription period (or any free-trial period). If the Customer is a purchaser of credits only, the
Service Period shall mean the period ending on the date the last purchased credits expire.
1.3. Software License. To the extent that the Vendor provisions any downloadable or
executable software in connection with the Software Platform (such as Iconik Storage
Gateway), the Customer shall have, subject to the terms hereof, a limited, non-exclusive,
non-transferable, non-sublicensable, and revocable license to use such software during the
Service Period for the Customer’s internal business purposes in accordance with the
Documentation.
1.4. Functionality. The Software Platform shall provide the functionality applicable to the
Customer’s subscription plan. The Vendor reserves the right to make changes to the Software
Platform, including changes to its appearance, interface, and features, provided that the Vendor
does not materially decrease the promised functionality during the Customer’s initial
subscription period (if applicable).
1.5. No Malicious Code. The Vendor will use reasonable and industry-standard security
measures to ensure that the Software Platform is free of any malicious software, code, program,
or script, including viruses, worms, Trojan horses, ransomware, and spyware (“Malicious
Code”).
1.6. Service Level Agreement. If the Customer has purchased an Iconik Professional or
Iconik Enterprise subscription plan, the parties shall comply with the Service Level Agreement
annexed as Schedule 1 (“SLA”).
1.7. AI Addendum. The parties shall comply with the Artificial Intelligence Addendum
annexed as Schedule 2.
1.8. Security Measures. The Vendor will use reasonable and industry-standard security
measures to safeguard the materials that the Customer submits and the data that the Vendor
may collect regarding the Customer’s use of the Software Platform.
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2. Customer Obligations.
2.1. User Accounts. The Customer shall designate authorized users who will access the
Software Platform on its behalf. The Customer shall be responsible for all authorized users’
activities. The Customer will (a) ensure that only authorized personnel have access to the
Software Platform; (b) comply with any applicable seat license restrictions; (c) ensure that
authorized users keep account credentials secure and follow reasonable security instructions
provided by the Vendor; and (d) immediately notify the Vendor if it becomes aware of any
unauthorized access.
2.2. Prohibited Conduct. In using the Software Platform, the Customer will not (a) introduce
any Malicious Code; (b) reverse engineer or decompile any code; (c) tamper with, circumvent,
or otherwise disrupt any computer, server, network, code, process, application programming
interface (API), or technical measure; (d) resell, rent, lease, sublicense, distribute, export, or
otherwise transfer the Software Platform to third parties; (e) create derivative works based upon
the Software Platform; (f) access or use the Software Platform for the purpose of creating a
competing product; or (g) use the Software Platform to commit any illegal act.
2.3. Customer Content. The Customer may upload or submit media assets, including videos,
images, sound recordings, and text (the “Customer Content”) to the Software Platform. The
Customer Content may not violate any law, infringe upon any third party’s rights, or be
pornographic. The Vendor shall have a limited, non-exclusive, worldwide right to use, copy,
distribute, transmit, publicly perform and display, and adapt the Customer Content as instructed
by the Customer via the Software Platform and to otherwise perform this Agreement.
2.4. Data Storage and Backup. The Customer may choose to host Customer Content in its
own third party cloud storage buckets or on-premises storage and to connect such storage with
the Software Platform. Where the Customer chooses to do so, the Customer is solely
responsible for maintaining the storage of such self-hosted Customer Content, the costs
associated with egress, and ensuring the availability, security, and backup of such Customer
Content. Where the Vendor hosts Customer Content, the Vendor shall not be responsible for
backing up the Customer’s original files unless the Customer has purchased backup service.
2.5. External Sharing. If the Customer chooses to share the Customer Content with third
parties via the Software Platform, the Customer agrees and acknowledges that (a) any third
party who possesses a link to the Customer Content may access it while the link is active; and
(b) the Customer is solely responsible for obtaining any licenses, paying any license fees, or
filing any reports associated with any public performance or display of the Customer Content.
2.6. Restricted Data. Unless the parties agree otherwise in a signed agreement, the
Customer will not upload or submit to the Software Platform protected health information subject
to the Health Insurance Portability and Accountability Act (HIPAA).
2.7. Age Requirements. The Software Platform is not intended for use by persons under the
age of 16. The Customer is responsible for ensuring that its authorized users are at least 16
years old.
3. Subscriptions, Billing and Payment.
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3.1. Subscriptions. Customers who purchase subscriptions shall pay the subscription fees
stated in the Service Order. Except as stated in the Service Order, the Customer shall pay
subscription fees annually and up front.
3.2. Automatic Renewal. Subscriptions automatically renew for the renewal period stated in
the Service Order (or twelve (12) month periods if no renewal period is specified) unless and
until either party provides thirty (30) days’ written notice of non-renewal before the beginning of
a renewal period. If the Customer has purchased a subscription on a self-serve basis, the
Customer may cancel automatic renewal through the billing interface in the Software Platform.
Fees will increase by seven percent (7%) upon automatic renewal.
3.3. Credits. Purchases of credits are non-refundable (except as set forth herein). Credits are
non-transferable, have no monetary exchange value, and expire twelve (12) months after
purchase. Credit prices and the credit amounts required to consume Software Platform services
are subject to change at any time.
3.4. Usage-based Fees and Add-on Fees. Usage-based fees will be charged when the
Customer exceeds an applicable usage limit. These fees are due upon invoice and may be
charged to the Customer’s payment method on file (if applicable). Usage prices are listed on the
Vendor’s website and are subject to change, unless the prices are set forth in a Service Order.
The Customer may also purchase additional features or usage entitlements at any time at the
prices listed on the Vendor’s website (or Service Order, if applicable).
3.5. Payment. Invoiced customers must pay invoices within thirty (30) days unless the
Service Order states otherwise. Upon request, invoiced customers must provide a payment
method and authorize the Vendor to charge this payment method. Self-serve customers must
provide a valid payment method and hereby authorize the Vendor to charge their payment
method on file for all fees.
3.6. Disputes. To dispute a charge, the Customer must provide written notice of the dispute
within thirty (30) days after notification of the charge. Disputing a charge does not relieve the
Customer of its obligation to pay the charge. If the Vendor determines that the Customer has
overpaid, it will promptly refund any overpayment.
3.7. Collections. If the Vendor terminates this Agreement for the Customer’s breach
(including for non-payment), all fees for the remainder of the then-current subscription period
(including any fees not yet invoiced) shall become immediately due and payable. In addition, the
Vendor may charge interest at a rate of one and a half percent (1.5%) per month or the
maximum permitted by law (whichever is lesser) on unpaid and undisputed invoices and shall
be entitled to its reasonable collection costs (including attorneys’ fees) and any amounts
chargeable under applicable law.
3.8. Taxes. The fees charged by the Vendor do not include any taxes. The Customer is solely
responsible for paying any applicable taxes, including sales and value-added taxes, and
providing any evidence of exemptions. The Customer may not withhold any amounts payable to
the Vendor without the Vendor’s prior written consent. In the event the Customer withholds any
amounts, the fees chargeable to the Customer shall automatically be increased such that the
Vendor receives the full amount of the original fees.
4. Term and Termination.
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4.1. Term. This Agreement will continue for the duration of the Service Period and any
Wind-down Period (the “Term”).
4.2. Termination for Breach; Cure. Either party may terminate this Agreement if the other
party breaches any of its terms, provided that the non-breaching party shall first provide, upon
written notice, a fifteen (15) day cure period, assuming that the breach is capable of cure.
4.3. Termination of Non-subscribers. The Vendor may terminate free-trial customers at any
time. With respect to customers who purchase credits, (a) the Customer may terminate this
Agreement by closing its account at any time; and (b) the Vendor may terminate this Agreement
for any reason by providing written notice of termination, provided that if the Customer has
active credits, the Agreement shall not terminate until the account has a zero credit balance.
4.4. Suspension. The Vendor may limit or suspend the Customer’s access to the Software
Platform if (a) following written notice, the Customer fails to timely pay an overdue invoice or
other charge; or (b) the Customer (i) willfully or recklessly engages in any conduct prohibited
hereunder; or (ii) in the Vendor’s good faith determination, poses a security threat to its systems.
4.5. Effect of Termination. Upon the termination or expiration of this Agreement, the rights
and licenses granted by the Vendor shall cease, provided that, unless the Vendor has
terminated the Agreement for breach, the Customer shall have thirty (30) days to access the
Software Platform for the sole purpose of downloading the Customer Content (the “Wind-down
Period”). The Vendor shall delete the Customer Content within a commercially reasonable
period of time following the end of the Term or earlier if instructed by the Customer. Terms that
by their nature survive an expiration or termination (such as confidentiality and indemnification)
shall survive termination or expiration of this Agreement.
5. Intellectual Property Rights.
5.1. Reservations. As between the parties: (a) the Vendor owns all right, title, and interest in
and to the Software Platform and all associated intellectual property, including domains,
websites, media assets, APIs, and downloadable software; and (b) the Customer owns all right,
title, and interest in and to the Customer Content. Except as otherwise provided herein, neither
party assigns any ownership interest in its intellectual property and each party reserves all rights
with respect to the same.
5.2. Feedback. The Vendor may use, without compensation or credit, any feedback or
suggestions that the Customer provides about improving the Software Platform.
5.3. Marketing. The Vendor may use the Customer’s name and logos in listing its customers
in marketing materials.
6. Personal Data. The processing of personal data with respect to the Software Platform
shall occur in accordance with the Data Protection Agreement available at
iconik.io/terms-and-conditions, provided that if the parties have executed a different form of Data
Protection Agreement, the latter shall control (such applicable Data Protection Agreement, the
“DPA”).
7. Confidentiality.
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7.1. “Confidential Information” means non-public business information that is marked as
“confidential” or that a reasonable person would understand to be confidential, but does not
include information that (a) has become publicly known through no fault of the receiving party;
(b) is independently and lawfully developed or obtained without access to the other party’s
Confidential Information; (c) was within the receiving party’s possession before disclosure; or (d)
was received from a source other than the disclosing party (without any breach of any
confidentiality obligation).
7.2. Non-disclosure Obligations. Each party shall safeguard (using reasonable means) and
not disclose the other party’s Confidential Information to a third party except (a) to perform its
obligations hereunder (including, in the Vendor’s case, to provide the Software Platform as
directed by the Customer); (b) to its directors, officers, employees, affiliates, agents, attorneys,
and auditors (provided that such persons are under confidentiality obligations no less strict than
those herein); or (c) as required by law, provided that a party shall promptly provide notice of
any legal request to the other party (to the extent permissible).
8. Representations and Warranties. Each party represents and warrants that (a) it has the
right to execute and perform this Agreement; (b) it is not located in a country or region that is
subject to comprehensive sanctions by the US or EU and will not use the Software Platform in
such countries or regions; and (c) neither it nor any person controlling the party is named on any
US or EU list of restricted parties.
9. Disclaimers.
9.1. General. Except as otherwise expressly provided herein, the Vendor provides the
Software Platform on an “AS IS” and “AS AVAILABLE” basis and makes no
representations or warranties of any kind, including warranties as to merchantability,
fitness for a particular purpose, or non-infringement, nor does the Vendor warrant that
the Software Platform will be free of interruptions or errors.
9.2. Beta Features. The Vendor may make certain beta features (“Beta Features”) available
to certain customers ahead of a general availability release. If the Customer opts to use such
Beta Features, it agrees and acknowledges that (a) the Beta Features are not subject to the
SLA; (b) the Beta Features may be discontinued or changed at any time; and (c) the Vendor
makes no promise that a Beta Feature will be subject to general release in the future.
9.3. Third Party Integrations. Certain third party software vendors (“Third Party Software
Vendors”) may provide integrations between their software solutions and the Software Platform
for use by customers (each an “Integration”). If the Customer chooses to use one of the
Integrations, the Customer agrees and acknowledges that (a) the Third Party Software Vendor
shall be responsible for providing and supporting the Integration; (b) the Vendor makes no
representations or warranties regarding the Integration; and (c) the Vendor or the Third Party
Software Vendor may change or discontinue the Integration at any time.
10. Indemnification and Defense.
10.1. By the Vendor. The Vendor shall indemnify, defend, and hold harmless the Customer
and its directors, officers, and employees from and against any third party demand, claim, or
lawsuit asserting that the Software Platform infringes any third party’s intellectual property rights.
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10.2. IP Claims. Where the claim asserts intellectual property infringement, the Vendor may, at
its expense: (a) procure for the Customer the right to continue using the Software Platform as
set forth herein; (b) modify the Software Platform to make it non-infringing (while continuing to
provide materially equivalent functionality); or (c) if the foregoing options are not reasonably
practicable, terminate this Agreement and refund the Customer any unused prepaid fees.
10.3. Limitations. The Vendor will have no indemnification or defense obligation with respect to
a claim to the extent (a) caused or aggravated by use of the Software Platform by the Customer
in violation of the terms hereof; or (b) the modification of the Software Platform (either by the
Customer or a third party) or the combination, operation, or use of the Software Platform by the
Customer with other applications, products, or services causes the Software Platform to infringe.
10.4. By the Customer. The Customer shall indemnify, defend, and hold harmless the Vendor
and its directors, officers, and employees from and against any third party demand, claim, or
lawsuit asserting that the Customer Content infringes upon any third party’s rights or violates
any law.
10.5. Procedure. A party seeking indemnification and defense must promptly provide notice of
the claim to the other party and reasonably cooperate with the other party in defending the
claim. The indemnifying party shall assume sole defense over the claim at its expense and may
settle claims without the other party’s consent unless the settlement agreement would impose
any obligation, payment, or admission on the indemnified party.
11. Limitations on Liability.
11.1. Indirect Liability. To the fullest extent permitted by law, neither party will be liable to the
other party for any indirect, special, incidental, consequential, or punitive damages of any nature
(including damages for loss of goodwill, lost profits, lost business, and lost data) even if such
party knew or should have known of the possibility of such damages.
11.2. Aggregate Damages Cap. Except as otherwise set forth herein and to the fullest extent
permitted by law, neither party will be liable to the other party for an aggregate amount that
exceeds the amounts paid (or payable) by the Customer for use of the Software Platform in the
twelve (12) months leading to the initial claim, provided that the foregoing shall not (a) relieve
the Customer of its payment obligations; or (b) apply to either party’s intentional misconduct or
gross negligence.
11.3. Limitation Period. Any claim, whether for indemnification or direct damages, shall be
presented to the other party within twelve (12) months after it arises. If no claim is made within
such time, it shall be forever waived.
12. General Terms.
12.1. Independent Contractors. The parties are independent contractors of each other and are
not agents, representatives, or joint venture partners.
12.2. Choice of Law and Forum; Arbitration Backup. This Agreement shall be governed by the
laws of the State of New York (without regard to conflicts of law principles). Any dispute arising
out of or relating to this Agreement shall be commenced in the federal or state courts located in
New York County, New York, and the parties submit to the exclusive jurisdiction of those courts.
In any such dispute, the parties waive any right to a trial by jury. If for any reason a lawsuit
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cannot be maintained in the foregoing venue, then the parties agree that the dispute shall be
settled by binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association with such arbitration conducted by a single arbitrator in English
in New York County, New York.
12.3. Force Majeure. Neither party is responsible for failure to fulfill its non-monetary
obligations due to an event beyond its control, provided that a party seeking to rely on such an
event must act reasonably to mitigate the effects of the event.
12.4. Severability. If a court of competent jurisdiction finally determines that any term hereof is
invalid or unenforceable, the remaining terms shall remain in full force and effect, and the invalid
or unenforceable term shall be modified in a manner that comes closest to effectuating the
parties’ intent.
12.5. Assignment. This Agreement shall be binding upon each party’s successors and
permitted assigns. The Customer may not assign, in whole or in part, its rights under this
Agreement without the prior written consent of the Vendor except in connection with a
reorganization or sale of substantially all of its assets.
12.6. Third Parties. Except as expressly set forth herein, no third party shall have any rights
under this Agreement.
12.7. Interpretation. In the event of a conflict between these Terms and Conditions and the
Service Order, the Service Order shall prevail, but only to the extent of the inconsistency.
Headings are for convenience only. More specific clauses shall prevail over more general ones.
No presumption shall be made against the drafter of any term hereof. No purchase order,
customer portal terms, or other writing presented to the Vendor shall bind the Vendor.
12.8. Entire Agreement. This Agreement contains the entire agreement and understanding of
the parties with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements and understandings relating thereto.
12.9. Signed Agreement. If the parties have executed a custom agreement governing use of
the Software Platform, such signed agreement shall prevail over this Agreement.
12.10. Modifications and Waivers. The Vendor may update this Agreement by posting a new
version on its website, provided that the updated agreement will apply on a go-forward basis
and may not materially diminish the Customer’s rights. Otherwise, any modifications must be set
forth in a writing signed by both parties. No waiver by the Vendor shall be binding unless set
forth in a writing signed by the Vendor. The Vendor shall not be bound by purchase order terms
or terms included in a supplier portal.
12.11. Electronic Signature; Counterparts. Service Orders and other agreements may be
signed electronically and in counterparts. Use of the Software Platform after purchase shall be
deemed acceptance of this Agreement (and any update thereto).
12.12. Notices. Notices to the Customer may be sent by email to the addresses listed in, as
applicable, the Service Order or the Customer’s account registration information filed with the
Vendor. Notices to the Vendor shall be sent to legal@iconik.io.
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SCHEDULE 1
Service Level Agreement (SLA)
1. Availability Commitment. The Vendor will ensure that the Software Platform achieves
Monthly Uptime (defined below) of at least 99.9%. In the event the Vendor fails to achieve this
Monthly Uptime in a calendar month, the Customer’s sole remedies are (a) make-good credits
(as set forth in Section 2 of this SLA); and (b) a one-time right to terminate the Service Order (as
set forth in Section 3 of this SLA). The Customer may view availability information on the status
page for the Software Platform and may subscribe to notifications.
2. Make-Good Credits. If the Vendor does not meet the availability commitment in a
calendar month, the Customer may request a make-good credit equal to the following
percentage of its subscription fee applicable to the month at issue:
Actual Monthly Percentage Uptime Service Credit
Less than 99.9% but at least 98.0% 10%
Less than 98.0% but at least 95.0% 20%
Less than 95.0% 30%
Variable fees, usage credits, one-time fees, or fees for add-on services or professional services
shall not be included. The Customer must request a make-good credit within thirty (30) days of
the applicable failure. Any make-good credits will be applied to future, unpaid fees and will
expire twelve (12) months after issuance.
3. Termination Right. If the Vendor does not meet the availability commitment for any three
(3) months out of a consecutive twelve (12) month period, the Customer shall have the one-time
right to terminate the applicable Service Order. To exercise this right, the Customer must provide
written notice within fifteen (15) days of the third (3rd) such calendar month.
Termination under this provision will be effective within fifteen (15) days following receipt of the
Customer’s notice. In the event of termination for this reason, the Vendor will refund the pro rata
portion of prepaid fees for the remainder of the subscription period.
4. Support Hours and Requests.
4.1. If the Customer has purchased an Iconik Professional subscription plan without Premium
Support, the Vendor will provide support during 9am to 5pm Eastern Time on Monday through
Friday (“business hours”) and will provide Standard Acknowledgement Time responses in
Section 5 of this SLA.
4.2. If the Customer has purchased an Iconik Professional subscription plan with Premium
Support or an Iconik Enterprise subscription plan, the Vendor will (a) provide support (i) 24
hours per day Eastern Time on Monday through Friday (“weekday extended hours”) and (ii)
during 9am to 5pm Eastern Time on Saturday and Sunday (“weekend extended hours”); and (b)
provide Premium Acknowledgement Time responses in Section 5 of this SLA.
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4.3 The Customer will submit support requests to support@iconik.io, the Vendor’s support
portal, or in the manner otherwise communicated by the Vendor from time to time.
5. Remediation of Errors. The Vendor will respond to reports of errors (i.e., a failure of the
Software Platform to operate in accordance with its documentation) within the time frames set
forth below:
Severity Level Standard Premium Remedial Efforts
Acknowledgement Acknowledgement
Time Time
1. Critical Severity Two (2) hours during Thirty (30) minutes Ongoing, diligent
Level: the Software business hours during (i) weekday efforts to resolve as
Platform is inoperable extended hours and (ii) soon as possible
for users weekend extended
hours
2. High Severity Six (6) business hours Sixty (60) minutes Ongoing, diligent
Level: the Software during (i) weekday efforts to resolve as
Platform or a extended hours and (ii) soon as reasonably
significant function weekend extended practicable or to
thereof is severely hours provide a temporary
limited or degraded workaround while
and no workaround is ultimate resolution
available efforts continue
3. Medium Severity Twenty-four (24) Six (6) business hours Reasonable effort to
Level: a moderate business hours resolve the issue as
loss of functionality or determined by the
performance, but the Vendor
Software Platform’s
major components
remain usable
4. Low Severity No prescribed time No prescribed time No prescribed time
Level: no material
impact on operation
of the Software
Platform; includes
product feature
requests
6. Exclusions. The Vendor shall have no obligations under this SLA with respect to (a)
hardware, software, or services not provided by the Vendor; (b) the Customer’s use of the
Software Platform in a manner that violates this Agreement or is unsupported by the Software
Platform’s documentation; or (c) a suspension of service permitted by the Agreement.
7. Definitions. As used herein, the following terms have the following meanings:
7.1. “Monthly Uptime” means: (x) the total number of minutes in a month less the total
number of minutes of Unavailability that month, excluding Permitted Downtime; (y) divided by
the total number of minutes in the month; (z) multiplied by 100%.
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7.2. “Unavailability” occurs when the entire Software Platform or a material feature thereof
(such as content management) is either completely unavailable or significantly degraded.
7.3. “Permitted Downtime” means the number of minutes of Unavailability of the Software
Platform in a calendar month that is caused by Emergency Downtime, Scheduled Downtime, or
External Factors.
7.4. “Emergency Downtime” means Unavailability resulting from an unscheduled
maintenance operation to remediate a vulnerability that the Vendor reasonably believes requires
immediate attention.
7.5. “Scheduled Downtime” means Unavailability resulting from a scheduled maintenance
operation, provided that the Vendor shall provide at least ten (10) days’ advance notice, limit the
Unavailability for this reason to four (4) hours per calendar month, and endeavor to conduct
such operations in off-peak hours.
7.6. “External Factors” means factors outside of the Vendor’s reasonable control, including
an outage at a major cloud provider used by the Vendor (such as Google or Amazon), natural
disasters, war, acts of terrorism, civil unrest, or government action.
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SCHEDULE 2
Artificial Intelligence Addendum
1. Optional Use of AI Tools. The Vendor may offer, via the Software Platform,
customer-facing features that employ artificial intelligence and machine learning (“AI/ML”)
technologies (such features, the “AI Tools”). The Customer may, but shall not be required to, use
the AI Tools.
2. Compliance. Subject to Section 5 of this Artificial Intelligence Addendum, the Vendor will
comply with all applicable laws governing the use of AI/ML technologies.
3. Training Restriction. Except with the Customer’s prior written consent, the Vendor will not
use any Customer Content to train or fine-tune any AI/ML model or permit any third party to train
or fine-tune any AI/ML model.
4. Intellectual Property. As between the parties, (a) the Customer owns all right, title, and
interest in and to its intellectual property in the inputs submitted by the Customer with respect to
the AI Tools and any generative outputs created by the AI Tools based upon such inputs; and
(b) the Vendor owns all right, title, and interest in and to its intellectual property in the AI Tools.
5. Facial Recognition Terms. To the extent the Customer uses an AI Tool that employs
facial recognition technology:
5.1. The Customer agrees that by using such AI Tool, the Customer (and not the Vendor) will
be (a) directing and causing the generation of facial geometry information based upon faces that
appear in the selected Customer Content (“Facial Data”); and (b) inputting names or other
identifiers in metadata in relation to such faces.
5.2. Where required by applicable law, the Customer will be solely responsible for obtaining
consents from persons who are the subject of the Facial Data, providing any disclosures to such
persons, and ensuring that Facial Data is used and retained only in accordance with the
foregoing consents and disclosures. The Customer will indemnify, defend, and hold harmless
the Vendor and its parents, subsidiaries, affiliates, directors, officers, and employees from and
against any losses relating to any third party demand, claim, or lawsuit asserting facts that
would constitute a breach of any of the foregoing obligations. The foregoing indemnification and
defense obligations will not be subject to any limitation of liability.
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