TERMS OF SERVICE FOR BANUBA TINT

Last updated: 08.02.2023

By clicking the respective button, by downloading, installing, copying or using TINT You undertake obligations mentioned in these Terms and Conditions 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 and at your own discretion while making a request on the Licence granting. 

You confirm that you are at least 18 years old and have necessary rights and powers to represent legal entity, on which behalf You act, and that You bear full responsibility for your actions.

Please note, that the text of these Terms and Conditions is valid only at the time You read it. The text hereof may be changed or amended at any time and the latest version shall be considered to be the only valid.

In case You decline to agree to the Terms and Conditions, You will not be granted permission to install or use TINT. Using any part of TINT indicates that You accept these Terms and Conditions. 

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, together with its affiliates (“We”, “Banuba”), is publishing these Terms and Conditions of a software licence agreement with a third party (“You”) 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.

• “Acceptance Date” means the date We send a trial token to TINT to You.
• “Confidential Information” means 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 by one party (“Receiving Party”) within conclusion or performance of these Terms and Conditions 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 TINT 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 (“Disclosing Party”), 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.
• “Content” means any information, including images, that You upload or make available through or with the help of TINT. 
• “Evaluation Period” means the period of time for testing TINT functionality specifically agreed upon with You and starting from the Acceptance Date.
• “Intellectual Property Rights” mean 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.
• “Personal Data” mean 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.
• “TINT” means TINT GVTO Widget operated by Banuba.

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.

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, non-sublicensable, object code, worldwide licence (i.e. permission) to use TINT within the Evaluation Period from the Acceptance date (“License”). The exact scope of the License, including the ways of using TINT, shall be separately agreed upon between You and Banuba. 

2.2 After the end of the Evaluation Period or after the early termination of the Licence (whichever date is earlier), the License shall cease and You shall have no right to use TINT after such expiration. 

3. RESTRICTIONS
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3.1 You must not:

3.2 Should You violate any of the obligations under these Terms and Conditions, We will deactivate TINT. 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 agreed upon in advance and executed with Banuba on a case by case basis.

4. HOW YOU RECEIVE TINT
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4.1 To receive TINT, You need to read these Terms and Conditions together with reading and consenting to processing of the Personal Data under the Privacy Policy by clicking the respective checkboxes and then click the button "Submit" to submit an application for TINT via the website: https://www.banuba.com. 

4.2 When filling in the application, You need to indicate Your first and last name, business e-mail address, phone number, job function and describe Your business needs.

4.3 Upon receiving Your application We will send the trial token to TINT to the e-mail address You indicated in the application form. We reserve the right to decline Your application and refrain from licencing TINT to You at our own discretion.

5. INTELLECTUAL PROPERTY RIGHTS
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5.1 TINT is the property of Banuba and You acquire no rights in or to TINT 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 TINT and shall promptly report to Us any such infringement that comes to Your attention. 

5.3 For the avoidance of doubt, You shall own all Intellectual Property Rights in and to Your Content, and any and all of Your Content shall remain in Your property.

6. PERSONAL DATA
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6.1 Banuba will have access to some categories of data, which may include Personal Data, under the terms specified in the Privacy Policy. When You use TINT, You acknowledge that the Privacy Policy applies to you. If You do not want us to process Your data in the ways described in our Privacy Policy, You must not use TINT.

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 it anymore, You may request to opt out of receiving communications from Banuba. For this, please address Your inquiry to legal@banuba.com.

7. CONFIDENTIALITY
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7.1 Both parties shall, during the term of the Licence and for 3 (three) 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) the Confidential Information 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 (1) is public knowledge or already known to the Receiving Party at the time of disclosure, or (2) subsequently becomes public knowledge other than by breach of these Terms and Conditions, or (3) subsequently comes lawfully into the possession of the Receiving Party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of the Confidential 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 Disclosing Party in connection with a material breach of any provision of these Terms and Conditions by the Receiving Party.

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 TINT AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TINT 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 TINT will:

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 TINT, (ii) Your Content, (iii) Your violation of these Terms and Conditions, or (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 TINT, 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 TINT.

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 TINT, YOUR USE OF TINT, YOUR| CONTENT, OR YOUR USE OF THE CONTENT, EVEN IF BANUBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Banuba 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 Your Content. 

10.4 You must not use TINT in any way that can impair Our business reputation and the good image of TINT.

11. FEEDBACK
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11.1 You may submit questions, comments, feedback, suggestions, improvements, ideas for new products, technologies, promotions, product names, product improvements (“Feedback”).

11.2 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 the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to You. 

11.3 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. 

12.2 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 of Our access to the Personal Data as detailed in the Privacy Policy. Upon termination, You must promptly delete and destroy all copies of TINT 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”), the 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 submitted within 30 (thirty) day 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 1 (one) arbitrator. These Terms and Conditions shall be governed by the substantive law of England and Wales.