Effective as of 23 November 2023
These Software Licensing Terms (the “Terms”) govern the use of Face AR SDK by Customer. Customer accepts to be bound by these Terms by executing an Order Form that references these Terms. These Terms are effective between Customer and Banuba Limited as of the date the Customer accepts or agrees to the respective Order Form (the “Effective Date”).
Please note, that the text of these Terms, and hence the terms and conditions of the agreement it reflects, is surely valid only at the time you read it and sign the respective Order Form. The text hereof may be changed or amended at any time and that latest version shall be considered to be the only valid. For the sake of clarity, you will be bind by the terms and conditions being in the effect when you signed the Order Form.
In these Terms the parties may hereinafter be referred to separately as the “party” and jointly as the “parties”.
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Acceptance Date: the date to be determined in accordance with clause 3.1 on which the Customer is deemed to have accepted the Software under the Order Form and these Terms.
Access token: an access code to the Software granted under the Order Form and these Terms and valid within the Licence Period or until terminated by the parties.
Additional Terms and Conditions: the additional terms and conditions attached to these Terms;
Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party or any business entity from time to time controlling, controlled by, or under common control with, either party.
Business day: means a day other than a Saturday, Sunday or public holiday at the place where employees of the Contractor are situated when banks are open for business.
Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) received or developed by one party within conclusion or performance of the Order Form and these Terms and relating to the business, clients, customers, products, affairs and finances of the other party and trade secrets including, without limitation, technical data and know-how relating to the Software and the business of the other party or of any group company of that party or any of its or their suppliers, clients, customers, agents, distributors, shareholders or management, whether or not such information (if in anything other than oral form) is marked confidential.
Data Processing Addendum: the Data Processing Addendum attached to this Agreement.
Effective Date: the date of the execution of the Order Form. The Order Form shall be considered executed as of the date of the last signature. The date of the last signature shall be defined in the following queue: i) the written date next to the last signature, if any, ii) the date of the last e-signature, if any, iii) the date specified in the beginning of the Order Form. If any signature from the queue is missed, the following signature shall be considered as the last signature.
End User: is the individual who uses the Product after it has been developed and publicly distributed.
Filter: 3D model applied to a part of the body of a living being or inanimate object, with a texture bearing capabilities, animated or not, with additional effects or without them, having interactive features or not, static or dynamic in its nature, also colored with a gradient shading or solid color.
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.
Licence Period: duration of a Licence granted under clause 2.1 of these Terms.
Maintenance Release: release of the Software that corrects faults (fixes bugs), increases performance of the Software, and may add functionality to the Software and/or constitute a new version of the Software.
Order Form: means an ordering document between the Customer and the Contractor, specifying the scope of Face AR SDK provided and the licensing fees to be paid by Customer.
Product: an application or website developed by the Customer with the use of the Software in part or in whole for iOS and/or Android operating systems and/or Web (HTML5), Safari, Google Chrome browsers and or desktop operating systems: Windows/MacOS/Linux released and distributed publicly on behalf of the Customer.
Security Event: any unauthorised 3rd party access (including End Users of the Customer) to:
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 in respect of the Software bugs, fixes and performance improvements.
Third-Party Software: libraries, modules and other software, incorporated by the Contractor into the Software, 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).
1.2 Clause, Schedule and Section headings shall not affect the interpretation of these Terms.
1.3 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.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
2.1 In consideration of the licence fee paid by the Customer to the Contractor in accordance with Order Form, the Contractor grants to the Customer Licence, i.e. a non-exclusive, non-transferable, revocable, worldwide, object code licenсe to use the Software during the period specified in Order Form for development, publishment and distribution of the Product for the normal business purposes of the Customer.
All rights not expressly granted are reserved. Rights granted under this Section 2 are transferred to the Customer from the moment of the Acceptance date.
2.2 After the end of the Licence, the granted Licence shall cease and the Product shall be used as follows:
2.3 In relation to scope of use:
2.4 Unless otherwise expressly stated in these Terms or amendments hereof, the Software may contain Third-Party Software. The list of Third-Parties’ Software is available at https://docs.banuba.com/face-ar-sdk/overview/3rd_licenses / https://docs.banuba.com/face-ar-sdk-v1/overview/3rd_licenses. In case the link is obsolete or no longer available, the list of Third-Party Software can be found at https://www.banuba.com/docs. It is the Customer's responsibility to verify the list regularly and to comply with all requirements prescribed therein.
3.1 The Contractor shall deliver the Access token and the link to the Software (“Access credentials'') by sending Access credentials to the Customer’s e-mail specified in Order Form. The date when the relevant Access token is provided to the Customer shall be the Acceptance Date.
3.2 The Access credentials to the Software shall be sent by the Contractor to the Customer within 10 Business Days after the licence fee, specified in the Order Form, is received by the Contractor.
3.3 Upon signing the Order Form, the Contractor will submit an invitation to the Customer’s email for initiation of the onboarding procedure. The Customer is obliged to visit the onboarding procedure and duly cooperate on all arising questions during the onboarding procedure with the Contractor.
4.1 The Contractor will provide the Customer with a Maintenance Release generally made available to other customers. The Customer acknowledges and agrees that the Contractor is entitled, in its sole and absolute discretion, to determine the time for Maintenance Release provision.
4.2 The Contractor may render the Customer support services in respect of the Software integrated into a Product on the request of the Customer. The Сontractor's response time to a Customer request shall be 24 Working hours. The Customer acknowledges and agrees that fixing of bugs, crashes and performance improvement depend on the complexity of the Customer's request, and time for their resolution shall be established by the Contractor.
4.3 The Customer acknowledges and agrees that the Contractor shall not be responsible for technical support of the Product.
5.1 All sums payable under the Order Form: (a) are exclusive of VAT or any relevant local sales, use, goods and service, or other similar tax or levy. In the event that any price payable by the Сustomer under the Order Form is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely upon the Customer, and shall not reduce the payment to which Contractor is entitled under the Order Form. If any taxes, duties, levies, bank electronic funds transfer fees shall be imposed on any sums due under the Order Form, Customer shall be solely responsible for the collection and remittance of that taxes, duties, levies, bank electronic funds transfer fees and/or, if applicable, shall remit the respective amount to the Contractor on top of any payments under the Order Form; (b) shall be made by means of a bank transfer unless otherwise is agreed with the Contractor in writing; (c) are non-cancelable and nonrefundable.
5.2 All payments due under this Agreement shall be made in currently available funds by credit card, ACH, or wire transfer. Any amounts due under the Order Form that are not paid within 15 calendar days of their due date shall be subject to a late payment charge of 0,1% of annual licence fee per each day of delay.
5.3 THE CUSTOMER CONFIRMS THAT IT IS AWARE OF THE FACT THAT THE LICENCE IS PROVIDED FOR LICENCE PERIOD AND THAT THE CUSTOMER SHALL PAY THE LICENCE FEE FOR THE WHOLE LICENCE PERIOD. IF THE CUSTOMER WISHES TO STOP PAYING THE LICENCE FEE UNDER THE ORDER FORM, THE CUSTOMER SHALL TERMINATE THE ORDER FORM AND THESE TERMS WITH THE CONTRACTOR IN ACCORDANCE WITH THE TERMS OF SECTION 9 OF THESE TERMS. IF THE ORDER FORM AND THESE TERMS ARE NOT TERMINATED BY THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF SECTION 9 OF THESE TERMS AND THE CUSTOMER STOPS PAYING THE LICENCE FEE, THEN THE LICENCE FEE WILL BE ACCUMULATING UNDER THE ORDER FORM AND THE CUSTOMER WILL BE OBLIGED TO PAY TO THE CONTRACTOR THE WHOLE LICENCE FEE, ACCUMULATED BY THE END OF THE LICENCE PERIOD.
6.1 Either Party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the disclosing party disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) Confidential Information (including trade secrets and information of commercial value) which may become known to the receiving party from the disclosing party and which relates to the disclosing party or any of its Affiliates, unless that information is in public knowledge or already known to the receiving party at the time of disclosure or is required to be disclosed by law or regulation (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
Either party undertakes not to use the Confidential Information otherwise than in the exercise and performance of its rights and obligations under these Terms (Purpose).
6.2 Either party shall notify the other party if any of its Representatives connected with the provision or receipt of the services become aware of any Security events and shall afford reasonable assistance to the other party in connection with any enforcement proceedings which that other party may elect to bring against any person.
6.3 Notwithstanding Section 6, a party assigning any or all of its rights under the Order Form may disclose to a proposed assignee any information in its possession that relates to the Order Form, these Terms or their subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment.
6.4 If the Customer materially breaches this Section, the Customer shall pay to the Contractor direct damages incurred by the Contractor due to such a breach. Such payment shall be in addition to any other legal or equitable money-free remedies available.
6.5 The Customer acknowledges that in the event of a threatened or actual breach of Section, the Contractor may not have a fully adequate remedy in monetary damages. Accordingly, the Contractor shall be entitled, without waiving any other rights or remedies, to an injunction against such breach in addition to any other legal or equitable remedies available to it.
7.1 Except as expressly stated in Section 7 of these Terms:
7.2 Clause 7.1 shall apply to the fullest extent permissible at law, but the Contractor does not exclude liability for:
7.3 The Customer shall:
7.4 All references to “the Contractor” in this clause 7 shall, for the purposes of this clause only, be treated as including all employees, subcontractors and contractors of the Contractor and its Affiliates.
7.5.1 ALL SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CONTRACTOR FURTHER REPRESENTS AND WARRANTS THAT CONTRACTOR KNOWS OF NO FACT OR CIRCUMSTANCE INDICATING THAT CONTRACTOR’S SERVICES OR ANY SOFTWARE LICENSED PER THE ORDER FORM AND THESE TERMS WILL INFRINGE UPON ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY EXISTING UNDER THE LAWS OF ANY STATE THEREOF.
The Contractor denies any implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to the Order Form and these Terms. Without limitation, the Contractor specifically denies any warranties that the Software will:
7.5.2 The Contractor shall endeavour that the Software shall work within the established performance limits on the devices.
7.5.3 If Software does not conform with the foregoing undertaking, Contractor will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly.
7.5.4 Any unauthorized modifications or use of the Software by, or on behalf of, the Customer shall render all Contractor’s warranties and obligations under these Terms null and void.
8.1 The Customer acknowledges that all Intellectual Property Rights in the Software (except for Third-Party Software) belong and shall belong to the Contractor, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the Terms.
8.2 The Customer shall use reasonable endeavors to prevent any infringement of the Contractor’s Intellectual Property Rights in the Software and shall within 3 Business days starting from the date when the infringement became known, report to the Contractor any such infringement that comes to its attention. In particular, the Customer shall:
8.3 The Customer shall own all Intellectual Property Rights in and to the Product developed using the Software.
8.4 The Customer shall comply with the licences for the Third-Party Software and shall indemnify and hold the Contractor harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of those licences howsoever arising. The Contractor may treat the Customer’s breach of such licences as a breach of the Order Form and these Terms.
9.1 These Terms and obligations contained herein commences upon the Effective Date, and shall continue for a Licence Period.
The initial Licence Period shall be automatically renewed for additional successive 12 months renewal terms, unless either party provides a written notice of non-renewal at least 30 days prior to the end of the current Licence Period.
9.2 If the Customer violates any clause of the Order Form and these Terms (including the clauses on the licence fee and other payments) and/or declines the Contractor to process the Data under the Data Processing Addendum, the Contractor shall be entitled to unilaterally terminate the Order Form and these Terms (i.e. refuse to perform the Order Form and these Terms) at its sole and absolute discretion by sending the Customer a relevant notification by e-mail. In this case the Order Form and these Terms will be considered terminated 2 calendar days after the said notification has been sent to the Customer, except otherwise provided for in this notification.
9.3 Either Party shall have the right to terminate the Order Form and these Terms for convenience by 3 months advance written notice to another Party. Such right can be exercised only upon expiration of the first 3 months of the Licence Period сonditional to all due payments are made by the Customer as of the date of the notice.
9.4 The Customer may not at any time assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the Order Form and these Terms without express written consent of the Contractor. The Contractor is entitled to assign its rights and obligations under the Order Form and these Terms in cases of merger, acquisition or transfer of respective intellectual property rights required for the due performance of the Order Form and these Terms.
9.5 Either party may terminate the Order Form and these Terms if a party hereto ceases business operations or is in any bankruptcy, state law insolvency, or receivership proceeding, or other equivalent proceeding that is not dismissed in 60 calendar days or assigns its assets for the benefit of creditors.
9.6 Either party may immediately and unilaterally terminate the Order Form and these Terms as of the date either party is aware of the fact that a party hereto or its Affiliates are in sanctions lists of the USA (OFAC SDN, NON SDN), the EU and/or the UK (HM Treasury).
9.7 Termination of the Order Form and these Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Order Form and these Terms which existed at or before the date of termination.
9.8 On termination of the Order Form and these Terms for any reason:
10.1 The parties agree that 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. These Terms do not create an association, agency, joint venture, or partnership between the parties or impose any liability attributable to such a relationship upon either party. To reflect this independent contractor status, the parties expressly agree that:
11.1 No failure or delay by a party to exercise any right or remedy provided under these Terms 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.
11.2 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by the applicable law.
12.1 The Order Form and these Terms, the schedules and the documents annexed as appendices to the Order Form and these Terms or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
13.1 If any provision or part-provision of the Order Form and these Terms 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 the Order Form and these Terms.
14.1 Neither party may publicly disclose any of the specific terms of the Order Form without the express prior written consent of the other party. However, Contractor may include Customer’s name and/or logo in Contractor’s client list, incl. in any press release regarding Contractor’s business activity, refer to Customer in business conversations as Contractor’s client and use any testimonial provided by Customer.
14.2 During and after the term of the Order Form and these Terms neither party to the Order Form and these Terms nor anyone acting on their behalf shall knowingly make any derogatory or disparaging statements about the other, or its past or present direct or indirect parent companies, subsidiaries, or affiliated entities, or any of its past or present officers, directors, employees, consultants, agents, representatives, successors or assigns, or directly or indirectly take any action which is intended to embarrass any of them.
14.3 Customer shall receive prior written approval before any public mentioning of the Contractor’s name and/or Software.
15.1 Neither party shall be in breach of the Order Form and these Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Order Form and these Terms if such delay or failure result 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 the Order Form and these Terms by giving 15 calendar days’ written notice to the affected party.
16.1 Any notice given to a party under or in connection with the Order Form and these Terms shall be in writing and shall be sent by e-mail. Parties agree to use e-mail addresses specified in Order Form.
16.2 Notice sent by e-mail shall be deemed to have been received at 9.00 am on the next business day after transmission.
16.3 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.
17.1 The relations of the Parties under the Order Form and these Terms shall be governed by the law of England and Wales.
17.2 Each party to the Order Form and these Terms shall use its good faith efforts to resolve any dispute arising out of or in connection with the Order Form and these Terms, or the breach, termination or invalidity thereof promptly and amicably and without resort to any legal process. Within 60 days of the dispute notice sent to another party (hereinafter - the Prejudicial claim), Parties shall promptly discuss in writing such a dispute in good faith. If the Parties are not successful in resolving the dispute through amicable written discussions by the end of such 60-day period, then the dispute shall be resolved through a competent court pursuant to clause 17.4 of these Terms.
17.3 The Parties have agreed that either Party's written response to the Prejudicial claim shall be a 30-day period commencing from the date when the respective Prejudicial claim was received by the other Party.
17.4 Each party to the Order Form and these Terms irrevocably agrees that any dispute, controversy or claim arising out of or in connection with the Order Form and these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be composed of one arbitrator. The Order Form and these Terms shall be governed by the substantive law of England and Wales.
18.1 To the extent that the Contractor processes any Customer’s data, including End Users’ personal data, Parties shall execute the Data Processing Addendum.
Banuba Limited (hereinafter – “the Recipient”) is hereby engaged to provide Software to the Customer, which determines the Recipient’s access to certain data about the Customer’s activity in relation to the Software installed in the Product and End Users.
Terms defined in the Software Licence Agreement shall have the same meaning when used in this Addendum, unless defined below. In addition, the definitions below apply in this Agreement.
The categories of data to be processed by the Recipient are agreed herein (hereinafter together – “Data”):
|Product ID||Bundle Identifier||Name of the Product's package||No data is collected|
||The release or version number of the bundle||The version name of Product’s
|No data is collected|
|Device name||Operation system
name field from
|Device model, manufacturer,
|No data is collected|
|User ID||A unique identifier to each
combination of app-signing
key, user and device (Android ID)
|MAC address XOR machine name XOR CPU info|
|Operation system name and current version|
|Banuba sdk version||Face Filters SDK version|
|Face Filters SDK product name( e.g. iOS SDK, Android SDK)|
In any case Banuba reserves its right to process any non-personal data of End-users which are related to the performance and functionality of SDK (e.g. the time needed to activate SDK and etc.). These data will not allow us to identify any of SDK users and will be used for SDK's technical improvement.
The following Personal Data of End Users may be processed: IDFA, IDFV, device name (manufacturer, board), operation system name.
i. Category of personal data: Tracking data.
ii. Lawfulness of the processing :
iii. Consequence of not providing the data by the Customer. If the Customer decides not to provide access to this data, antifraud systems will not be able to function correctly and the risk of being a victim of fraud will increase, as well as Recipient will not be able to provide support of the Software in cases of malfunction and invoice the Customer in a timely manner - (hereinafter - the Purpose).
The Recipient shall not process any other Users’ data, except for those mentioned in this section.
The Recipient shall process Data for no longer than is required for the Purpose and shall immediately destroy them once they are no longer needed for the Purpose. Expected date of pursuing the Purpose - during Agreement execution.
The Recipient warrants and undertakes that:
Where the Recipient engages a processor for carrying out specific processing activities, it (i) bears full responsibility for the actions of such processor with regard to such Data and (ii) warrants and represents that the same data protection obligations as set out in this Data Processing Addendum shall be imposed on that processor by way of a contract. In particular, the Recipient is obliged to ensure that its processors:
- are informed on the confidential character of the Data provided to them;
- at the time of disclosure are bound via contract to keep the Data confidential substantially in accordance with the terms of this Addendum applicable to the Recipient;
- give access to the Data to a limited number of employees who need to know the Data for the purpose they were received for;
- do not disclose the Data to any other third person;
- use the Data purely for purposes for which it was provided;
- comply with confidential undertakings established by this Addendum for the Recipient, as they were the Recipient;
- return or destroy the Data once it is no longer needed for the Purpose.
This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.
Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to the Users under its extent of guilt for damages caused by any breach of third party rights under these clauses. Without prejudice to the aforementioned, the User shall have the right to lodge a complaint with a supervisory authority of his/her State if the processing of Data relating to him/her infringes the GDPR.
i. compliance by the Recipient with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
ii. the Recipient is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
iii. a final decision against which no further appeal is possible of a competent court or of the authority rules that there has been a breach of the clauses by the Recipient or the Customer; or
iv. a petition is presented for the administration or winding up of either party, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then either party, without prejudice to any other rights which it may have against another party, shall be entitled to terminate these clauses, in which case the authority shall be informed where required.
This Data Processing Addendum is an integral part of the Agreement. Provisions of this Addendum prevail over other provisions of the Agreement in case of their contradiction.
10.1 Where a User is below the age of 16 years or other minimal age specified by Applicable Data Protection Law, such use is permitted only if and to the extent that consent is given or authorised by the holder of parental responsibility over the person.
10.2 The Customer will endeavour to make reasonable efforts to verify in such cases that consent is given or authorised by the holder of parental responsibility over the child, taking into consideration available technology.
10.3 The Customer shall indemnify and hold Recipient harmless against any loss or damage which Recipient or its officials may suffer or incur as a result of the Customer’s breach of any of its obligation connected with performance of these Data Processing Addendum.
1. The Customer may make backup copies of the Software for its lawful use. The Customer shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying;
2. The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Contractor is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Contractor to carry out such action or to provide such information and shall meet the Contractor’s reasonable costs in providing that information before undertaking any such reduction.
3. The Customer shall use all reasonable endeavours to prevent any Security events and, in the event of any such Security Event, promptly notify the Contractor and pay for any Security event happened to cover the Contractor’s special damages within 10 Business Days as of Contractor’s respective notice;
4. The Customer shall keep a complete and accurate record of the Customer’s backup copying and disclosure of the Software, and produce such record to the Contractor on request from time to time;
5. The Customer, including any and all engaged Subcontractors, shall permanently delete all copies of the Software, including backup copies of the Software and all files and other data embodied in the Software in Customer possession, custody or control, and certify Software deletion in writing within 5 Business days after the termination of the Order Form. The Customer shall not keep or restore or attempt to keep or restore the deleted Software in whole or in part or act in any way (incl. authorize any third party) that may cause intellectual property infringement of the Contractor. Contractor may request and the Customer is obliged to certify deletion of the Software in writing within 5 days following the request.
6. The Customer is allowed to grant a personal, non-transferable and non-exclusive, limited and revocable license to use Contractor’s Filters made available for public use via the Product (hereinafter – “Content) for personal, non-commercial use of it’s End Users provided that Customer shall issue and oblige its End Users to accept and follow the relevant Terms and Conditions (hereinafter – “T&C”) applied to Customer’s Product. All rights not expressly granted are reserved.
7. The Content is the property of the Contractor, neither Customer nor Its End User gains any rights to the Content due to using the Content.
8. The Customer must clearly state in the relevant T&C, that the rights granted to End Users are subject to the restrictions, where End Users are not permitted to, and End Users agree not to permit or authorize others to: a. copy, modify, reverse engineer, create derivative works from or distribute Content or any part thereof, or any copy, adaptation, transcription, or merged portion of it; b. decode, disassemble, decompile or otherwise translate or convert Content; c. distribute and broadcast; d. sell, transfer, loan, lease, assign, rent, or otherwise sublicense Content; e. use Content for any purpose other than End User’s personal use; f. remove, alter, or obscure any copyright, trademark, attribution and any other proprietary notices from Content.
9. All and any questions, comments, feedback, suggestions, improvements, ideas for the Software and/or it’s application in products, technologies, promotions, product names, product improvements sent by the Customer to the Contractor (“Feedback”) shall not be under any obligation of confidentiality.
10. The Contractor shall have the right to use Feedback and related information in any manner it deems appropriate at no charge.
11. 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.
12. 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.
13. The Customer is allowed to grant to Its Subcontractor a personal, non-transferable, limited and revocable sub-licence (i.e. permission) to use the Software strictly for Product development purposes.
14. The Customer shall oblige Its Subcontractor to comply with this Additional Terms and Conditions and other requirements (specifically, but not limited to, security obligations) indicated in the Order Form and the Terms.
15. The Agreement allowing Subcontractor to use the Software shall be made in writing. This Agreement shall be provided to the Contractor upon Its request.
16. The termination or expiration of the Customers Licence automatically terminates the Subcontractor’s sub-licence.
17. The Customer shall indemnify and hold the Contractor harmless and bear the full responsibility for any breach of the Agreement (including this Additional Terms and Conditions) made by Its Subcontractor.
Please email Us at firstname.lastname@example.org with any questions You have about these T&C.