TERMS AND CONDITIONS FOR BANUBA FACE AR SDK AND VIDEO EDITOR SDK

ATTENTION!!! By clicking the respective checkbox, by downloading, installing, copying or using the Software You undertake obligations mentioned in this document and agree to bear responsibility stipulated herein. Besides, You approve that necessary fields or boxes, as the case may be, were filled in by You personally while making a request on the licence granting and at your own discretion. 
You confirm that you are at least 18 years old and have necessary rights and powers to represent legal entity, on which behalf You make the request, and that You bear full responsibility for such request and its consequences.
Please note, that the text of these Terms and Conditions is surely valid only at the time you read it. 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 accept it.

In case You decline to agree to Terms and Conditions, You will not be granted permission to install or use the Software. Using any part of the Software indicates that You accept these Terms and Conditions. The Software is licensed, not sold. All copies including compilation, revisions and updates shall remain the sole property of Banuba.

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 (We, Banuba) together with its affiliates, is publishing these Terms and Conditions of a software licence agreement with a third party (You, Customer) under the conditions outlined below:

1. DEFINITIONS
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1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions.
Terms and Conditions:  these Terms and Conditions as varied and amended by Us from time to time at Our sole discretion.
Acceptance Date: the date We send a trial token and the link to the Software to You. 
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 this agreement 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. Confidential Information shall not include information which came into public domain other than in consequence of a breach of any confidentiality undertakings by the receiving party.
Software: Face AR SDK and/or Video Editor SDK presented to get acquainted with Face AR SDK and/or Video Editor SDK possibilities and equipped with a ‘time limitation feature’ enabling Software to function within the limits of the Evaluation period. 
Evaluation Period: period in 14 (fourteen) calendar days specified when sending the Software token (link) to You and starting from the Acceptance Date.
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.
Content: applications, software, effects/filters or any other content that You may develop using the Software
Personal Data: information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, gender, genetic, mental, economic, cultural, social, political and sexual orientation identity of that natural person.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
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. LICENCE
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2.1 Conditioned upon your compliance with the Terms and Conditions Banuba shall grant You a royalty-free, non-exclusive, non-transferable, nonsublicensable, worldwide Licence (i.e. permission) to use the Software within Evaluation Period from the Acceptance date for the sole purpose of evaluating the Software. Your use of the Software shall be limited to:

  • install and use the Software for internal use only (You may not publicly release any product containing the Software);
  • use the Software to create Your Content.

2.2 After the end of the Evaluation Period specified in clause 2.1 or after the early termination of the Licence (whichever date is earlier) the granted licence to Software shall cease and You shall have no right to use the Software after such expiration.
2.3 Any and all Content remains in Your property. Any commercial use of the Software, and of the Content, is prohibited. You hereby agree not to sell, sublicense, rent, distribute, transmit, publicly display, publicly perform, publish Your Content.
Hereby You agree to indemnify Us for all claims resulting from Your Content. 

3. RESTRICTIONS
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3.1 You must not:
(a)  sublicense, assign, distribute, sell or novate the benefit or burden of this licence in whole or in part;
(b)  allow the Software to become the subject of any charge, lien or encumbrance;
(c)  reproduce, modify or create derivative works of the Software;
(d) distribute, sell, assign, sublicense, lease, lend, rent, disclose, or otherwise transfer or make available the Software, or any copies thereof, in any form to any third parties;
(e) make the functionality of the Software available to third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS), platform-as-a-service (PaaS) or any other type of services;
(f) alter, translate, decompile, or attempt to reverse engineer the Software;
(g) remove or alter any proprietary notices on the Software if any;
(h) deal in any other manner with any or all of its rights and obligations under these Terms and Conditions, without the prior written consent of Banuba.
3.2 Should You violate any of the obligations under these Terms and Conditions, We will deactivate the Software using the time limitation feature. In this case, Banuba shall not be responsible for any damages occurred.
3.3 We reserve all rights not expressly granted to You in these Terms and Conditions. Any operation not expressly authorised under these Terms and Conditions shall only be carried out pursuant to a separate licence agreement to be previously agreed upon and executed with Banuba on a case by case basis.
3.4 We are not obliged to provide maintenance release, technical support or support services for any portion of the Software.

4. HOW YOU RECEIVE SOFTWARE
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4.1 To receive the Software You need to read and these Terms and Conditions together with reading and consenting to processing of Personal data under Data Processing Addendum by clicking the respective checkboxes and then click the button "Submit" to submit an application for the Software via the website: https://www.banuba.com/sdk-trial;
4.2 When filling in the application, You need to indicate Your First name, Last name, Business email address, Mobile phone number, Job function, choose between Face AR SDK or Video Editor SDK.
4.3 Upon receiving Your application We will send the trial token and the link to the Software to the e-mail address You indicated in the application form. We reserve the right to decline Your application and refrain from licencing the Software to You at our own discretion.
4.4 Upon sending the trial token and link to the Software to You, You shall be deemed to have accepted the Software under these Terms and Conditions.

5. INTELLECTUAL PROPERTY RIGHTS
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5.1 The Software is the property of Banuba and You acquire no rights in or to the Software other than those expressly granted by these Terms and Conditions.  
5.2 You shall use reasonable endeavors to prevent any infringement of Intellectual Property Rights of Banuba in the Software and shall promptly report to Us any such infringement that comes to Your attention. 
5.3 You shall own all Intellectual Property Rights in and to the Content developed using the Software within the Evaluation Period.

6. PERSONAL DATA
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6.1 Banuba will have access to some categories of data, including Data subjects’ Personal data on the terms specified in Data Processing Addendum. If You decline Us an access to the Personal Data as established under the Data Processing Addendum, We may unilaterally terminate this licence at our sole and absolute discretion.
6.2 All Personal data, collected by Us, shall be used taking into account the necessity to ensure the protection of Your rights and freedoms.
6.3 If You opt in receiving email communications, including marketing communications, from Banuba and You do not wish to receive communications from Banuba, You may request to opt out of receiving marketing communications from Banuba. Please address Your inquiry to legal@banuba.com.


7. CONFIDENTIALITY
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7.1 Both parties (Receiving party and Disclosing party) shall, during the term of this licence and for three (3) years 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) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to Receiving party from Disclosing party and which relates to Disclosing party or any of its affiliates, unless that information is public knowledge or already known to the Receiving party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms and Conditions, or subsequently comes lawfully into the possession possession of Receiving party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
7.2 The Receiving Party hereby acknowledges that neither the Disclosing Party nor any of its affiliates makes any express or implied representation or warranty as to the accuracy or completeness of the Disclosing Party’s Confidential Information, and the Receiving Party agrees that no such person shall have any liability relating to the Disclosing Party’s Confidential Information or for any errors therein or omissions therefrom.  
7.3 If the Receiving Party materially breaches these Terms and Conditions, the Receiving Party shall pay to the Disclosing Party direct damages incurred by the Disclosing Party and its affiliates due to such breach.  Such payment shall be in addition to any other legal or equitable remedies available to the breachee in connection with a material breach of any provision of these Terms and Conditions.
7.4 The Receiving Party acknowledges that in the event of a threatened or actual breach of these Terms and Conditions, the Disclosing Party may not have a fully adequate remedy in monetary damages.  Accordingly, the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek an injunction against such breach in addition to any other legal or equitable remedies available to it.

8. WARRANTIES
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8.1 ALL SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BANUBA FURTHER REPRESENTS AND WARRANTS THAT BANUBA KNOWS OF NO FACT OR CIRCUMSTANCE INDICATING THAT BANUBA’S SERVICES OR ANY SOFTWARE LICENSED PER THESE TERMS AND CONDITIONS WILL INFRINGE UPON ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY EXISTING UNDER THE LAWS OF ANY STATE THEREOF.

YOUR USE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. 

8.2 Banuba denies any implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to these Terms and Conditions. Without limitation, Banuba specifically denies any warranties that the Software will:
(a) operate in conjunction with any particular hardware items or software products, other than those and in the manner detailed in these Terms and Conditions; or
(b) operate uninterrupted or error-free.

9. INDEMNIFICATION
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9.1 You agree to defend, indemnify and hold harmless Banuba, its subsidiaries, agents, affiliates and/or licensors from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) Your use of the Software, (ii) Your Content, or (iii) Your violation of these Terms and Conditions, (iv) violation by You of any law or any third party rights, including Intellectual Property Rights. Banuba reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Banuba and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Banuba. Banuba will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
9.2 Without prejudice to any other rights contained in these Terms and Conditions, if You breach in whole or in part any provision contained in these Terms and Conditions, We reserve the right to take such action as We see fit, including terminating the licence, immediately blocking Your access to the Software, and/or taking legal action against You. 
9.3 Your obligation to defend and indemnify Banuba survives these Terms and Conditions and Your use of the Software.

10. LIABILITY
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10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT OR OTHERWISE, WILL BANUBA BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE, YOUR USE OF THE SOFTWARE, THE CONTENT, OR YOUR USE OF THE CONTENT, EVEN IF BANUBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Banuba nor Our representatives shall not in any circumstances have any liability for any losses or damages which may be suffered by You (or any person claiming under or through You), 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 Banuba was aware of the circumstances in which 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.
10.3 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content. We are not responsible or liable for the failure to develop the Content. You must not use the Software in any way that can impair Our business reputation and the good image of the Software.

11. FEEDBACK
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11.1 Separate and apart from Content You provide, You may submit questions, comments, feedback, suggestions, improvements, ideas for new products, technologies, promotions, product names, product improvements (Feedback). By submitting Your Feedback, You grant Banuba and its designees a worldwide, perpetual, irrevocable, non-exclusive, royalty free licence to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sublicense the Feedback and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to You. By submitting Your Feedback, You hereby release Banuba and its agents and employees from any claims that such use violates any of Your rights.

12. TERM
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12.1 The licence granted under these Terms and Conditions will remain in effect for the Evaluation Period, unless earlier terminated in accordance with these Terms and Conditions. The licence granted under these Terms and Conditions will automatically terminate, with or without notice from Banuba, if you breach any provision of these Terms and Conditions and/or decline Our access to the Personal Data as detailed in the Data Processing Addendum. Upon termination, You must promptly delete and destroy all copies of the Software either in your possession or control.

13. GOVERNING LAW AND JURISDICTION 
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13.1 The relations of the Parties under these Terms and Conditions shall be governed by the law of England and Wales.
13.2 Each party to these Terms and Conditions shall use its good faith efforts to resolve any dispute arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof promptly and amicably and without resort to any legal process. Within 60 (sixty) days of the dispute notice sent to another party (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 (sixty) day period, then the dispute shall be resolved through competent court pursuant to clause 13.4 of these Terms and Conditions.
13.3 The Parties have agreed that either Party's written response to the Prejudicial claim shall be 30 (thirty) days period commencing from the date when the respective Prejudicial claim was received by the other Party.
13.4 Each party to these Terms and Conditions irrevocably agrees that any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, 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 (1) arbitrator. These Terms and Conditions shall be governed by the substantive law of England and Wales.