Effective as of the 1st day of September, 2021.
This Agreement forms the legally binding terms and conditions between Banuba Limited, incorporated and registered in Hong Kong with company number 2360577 whose registered office is at Office A, 16/F Heng Shan Centre 145 Queen’s Road East, Wan Chai, Hong Kong (hereinafter - “Banuba”, “we,” “our” or “us”) and the individual, organization and/or or entity (hereinafter, the “Customer”), governing the use of Banuba Extensions at Agora Extensions Marketplace. Capitalized terms used in this introduction and not defined have the meanings given to them elsewhere in this Agreement.
2.1 The Contractor will provide the Customer with a Maintenance Release generally made available to other customers.
2.2 The Contractor may render the Customer Support Services in respect of Banuba Extensions integrated into a Product on the request of the Customer. The Сontractor's response time to a Customer request shall be 24 hours, except holidays and weekends in Belarus. The Customer acknowledges and agrees that fixing of bugs, crashes and performance improvement ("Problem resolvance") depend on the complexity of the Customer's request, and time for Problem resolvance shall be established by the Contractor.
2.3 The Contractor is entitled to decide, on its sole discretion, the scope of bugs, crashes, performance improvements, execution of change requests and additional features which shall be made by the Contractor within the framework of Support Services. The Contractor’s decision shall be based on the Contractor’s ability to fix the bugs, crashes or performance improvements, devices used for Banuba Extensions, the nature of change requests and additional features which shall not be contrary to Banuba Extensions architecture and appearance, and other circumstances.
2.4 The Contractor may engage subcontractors to provide the Services. Contractor will be responsible for all material acts and omissions of engaged subcontractors as if they were Contractor’s own acts and omissions.
2.5 Notwithstanding any other provision in this Agreement, the Customer acknowledges and agrees that the Contractor shall not be responsible for technical support of Product developed using Banuba Extensions unless otherwise agreed by the parties.
3.1 All and any questions, comments, feedback, suggestions, improvements, ideas for Banuba Extensions and/or its application (“Feedback”) may be used by the Contractor for Banuba Extensions improvement.
3.2 By submitting Feedback, the Customer grants the Contractor and its designees a worldwide, perpetual, irrevocable, non-exclusive, royalty free license to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sub-license the Feedback for any purpose, commercial or otherwise if such use does not violate obligation of confidentiality. For the avoidance of doubts, specified use of the Feedback in the form of the ideas does not violate Contractor’s obligation to keep Customer’s information in confidence.
3.3 The Contractor shall have the right to use Feedback and related information in a manner specified in Clauses 3.1 and 3.2 at no charge.
3.4 By submitting Feedback the Customer shall release the Contractor and its agents and employees from any claims that such use of the Feedback violates any of the Customer's rights.
4.1 (a) the Contractor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even if the Contractor was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data;
(b) the Customer agrees that, in entering into this Agreement either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) the Contractor shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
4.2 Clause 4.1 shall apply to the fullest extent permissible at law, but the Contractor does not exclude liability for: (a) fraud or fraudulent misrepresentation; (b) any other liability which may not be excluded by the applicable law.
4.3 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of a Product. The Contractor is not responsible or liable for the failure to develop and release the Product.
5.1 This Agreement commences upon the Date of Your use of Banuba Extensions and shall continue for a period when Banuba Extensions is displayed at Agora Extensions Marketplace or until execution of a main Software Licence Agreement.
5.3 The Contractor may at any time assign any or all of its rights and obligations under this Agreement to its Affiliate. Such assignment shall not constitute a breach of this Agreement and the Customer may not oppose such assignment.
The Contractor is an independent contractor and none of its workers are Customer’s employees. Neither party is an agent, representative, or partner of the other. Neither party shall have any right, power or authority to enter into any Agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement does not create an association, agency, joint venture, or partnership between the parties or impose any liability attributable to such a relationship upon either party.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by the applicable law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by the applicable law.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations] If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Agreement by giving 15 calendar days’ written notice to the affected party.
11.1 Any notice given to a party under or in connection with this Agreement shall be made to firstname.lastname@example.org.
11.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
12.1 The relations of the parties under this Agreement shall be governed by the law of England and Wales.
12.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved in accordance with the Stockholm Chamber of Commerce (SCC) Arbitration Rules applicable at that time. The seat of the arbitration shall be Stockholm, Sweden and the proceedings shall be conducted in the English language. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the substantive law of England and Wales.