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.


  • Acceptance Date: the date on which the Customer is deemed to have accepted Banuba Extensions under this Agreement.
  • Agreement: means this Agreement, including all schedules attached to this Agreement and incorporated herein by reference as if fully set forth at length.
  • Affiliate:  includes any subsidiary or holding company of Banuba and each and any subsidiary of a holding company of Banuba or any business entity from time to time controlling, controlled by, or under common control with Banuba.
  • Business day: means a day other than a Saturday, Sunday or public holiday in Belarus when banks are open for business.
  • Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
  • Maintenance Release: release of Banuba Extensions that corrects faults (fixes bugs) and/or increases performance of Banuba Extensions, but which does not add functionality and/or constitute a new version of Banuba Extensions.
  • Minimal technical support: technical aid with questions using form
  • Product: one (1) mobile application developed by the Customer with the use of Banuba Extensions in part or in whole for iOS and Android platforms released and distributed publicly on behalf of the Customer or engaged Subcontractor(s) if applicable. 
  • Banuba Extensions: Software Development Kit (Face AR SDK) developed by Banuba, including all respective features and provided to the Customer via Agora Marketplace Extensions.
  • Subcontractor: a person who is engaged or employed by the Customer to provide to the Customer any services related to the Product development.
  • Support services: means services, provided to the Customer within Working hours, excluding weekends and holidays in the Republic of Belarus, in respect of Banuba Extensions bugs, crashes fixes and performance improvements, which will be made available by the Contractor to the Customer on the request of the Customer.
  • Third-Party Software: libraries, modules and other software, incorporated by the Contractor into Banuba Extensions, which belong to third parties and are provided by them under public open source licences or other licences.
  • Working hours: period from 10 a.m. through 7 p.m. (GMT + 3), with one (1) hour lunch break during such time on Business days.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to one gender shall include a reference to the other genders; and (c) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality) and that person’s personal representatives, successors and permitted assigns.


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. 

5.2 If the Customer violates any clause of this Agreement or violates Banuba Extensions Terms of Use, the Contractor shall be entitled to unilaterally terminate provision of Support Services (i.e. refuse to perform this Agreement) at its sole and absolute discretion 

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

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.