Last updated as of 1 April 2025
These Software Licensing Terms (the “Terms”) govern the use of the Software by Customer. Customer accepts to be bound by these Terms by executing an Order Form that references these Terms. These Terms are effective between Banuba and Customer 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 the Order Forms and 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 these Terms.
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: as specified in the respective Order Form.
Maintenance Release: release of the Software that corrects faults (fixes bugs) and/or increases performance of the Software, and may add functionality to the Software and/or constitute a new version of the Software.
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 // Web (HTML5), Safari, Google Chrome // Desktop operating systems: Windows/MacOS/Linux platforms (as specified in the Work Order) released and distributed publicly on behalf of the Customer.
Security Event: any unauthorised 3rd party access (including End Users of the Customer) to:
Software: one or several of the following Banuba Software agreed between the parties under the Order Form. General description of the particular Software can be found via the links for reference:
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.
Terms: means this Terms, including all schedules, Data Processing Addendum and Additional Terms and Conditions incorporated herein by reference as if fully set forth at length.
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 9 a.m. through 6 p.m. (GMT + 2).
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:
unless otherwise stipulated in the Order Form or these Terms, the Customer must not sub-license, assign, distribute, sell or novate the benefit or burden of this Licence in whole or in part; Customer shall not and shall prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Software;
the Customer must not allow the Software to become the subject of any charge, lien or encumbrance;
unless expressly arranged otherwise the Customer must not deal in any other manner with any or all its rights and obligations under the Order Form and these Terms, without the prior written consent of the Contractor.
2.4 Unless otherwise expressly stated in the Order Form and these Terms or amendments hereof, the Software may contain Third-Party Software. The list of Third-Party Software for:
Face AR SDK is available via the link.
Video Editor SDK is available via the link.
TINT is available via the link.
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 and these Terms, 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.
3.4 The Customer shall integrate TINT into its Product within 15 Business days since the Acceptance Date.
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 the Customer’s 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 the Order Form 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 INDICATED IN THE ORDER FORM. 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: (a) fraud or fraudulent misrepresentation; (b) any other liability which may not be excluded by the applicable law.
7.3 The Customer shall (i) label flashing light effects/filters provided under this Terms in the Product pop-up or in the Product asset store or effects/filters menu, OR (ii) provide the End-User with the option to skip all effects/filters that might lead to photosensitive epilepsy, OR (iii) provide the End-User with any other options to avoid use of flashing light effects/filters that might cause the photosensitive epilepsy.
7.4 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. The Customer must use the Software according to its purpose. The Customer must not use the Software in any way that can impair the business reputation of the Contractor and the good image of the Software.
7.5 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.
7.6 WARRANTIES
7.6.1 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:
Technical documentation for reference purposes can be found via the following links:
7.6.2 The Contractor shall endeavour that the Software shall work within the established performance limits on the devices.
7.6.3 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.
7.6.4 Any unauthorized modifications or use of the Software by, or on behalf of, the Customer shall render all Contractor’s warranties and obligations under the Order Form and these Terms null and void.
8.1 The Customer shall have no Intellectual Property 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 72 hours 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 these Terms.
9.1 These Terms and obligations contained herein commences upon the Effective Date, and shall continue for a 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), 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 as provided for in this notification.
9.3 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.
9.4 The Contractor shall have the right to terminate the Order Form and these Terms for convenience by 3 months advance written notice to another party. In case of early terminated by the Contractor the licence fee shall be refunded to the Customer on a pro-rata basis.
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 also 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 UN, 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 the Order Form and 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 the Order Form and these Terms, the rights and remedies provided under the Order Form and 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. Contractor may include Customer’s name and/or logo in Contractor’s client list, incl. in any press release regarding Contractor’s business activity, may 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, affiliates, employees, consultants, agents, representatives, successors or assigns, or directly or indirectly take any action which is intended to embarrass any of them.
14.3 Parties shall coordinate mutual PR activities in respect of the Product and parties’ cooperation. The Customer shall receive a 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 this contract 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 These Terms and the Order Form 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 (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 Terms shall have the same meaning when used in this Addendum, unless defined below. In addition, the definitions below apply in these Terms.
The categories of data to be processed by the Recipient within Face AR SDK are agreed herein (hereinafter together – “Data”):
| Data | iOS | Android |
| Product ID | Bundle Identifier | Name of the Product's package |
| Product version |
The release or version number of the bundle | The version name of Product’s package |
| User ID | An alphanumeric string that uniquely identifies a device where Product is installed XOR (IDFA, IDFV) |
A unique identifier to each combination of app-signing key, user and device (Android ID) |
| Operation system name | Operation system name and current version |
Operation system name and current version |
| Device name | Operation system name field from uname | Device model, manufacturer, board |
| Banuba sdk version | Face Filters SDK version | |
| Banuba sdk product name | Face Filters SDK product name( e.g. iOS SDK, Android SDK) | |
The categories of data to be processed by the Recipient within Video Editor SDK are agreed herein (hereinafter together – “Data”):
| Data | iOS | Android |
| User ID | An alphanumeric string that uniquely identifies a device where Product is installed XOR (IDFA, IDFV) |
A unique identifier to each combination of app-signing key, user and device (Android ID) |
| Device IP address | IP address of the device, on which SDK is launched | |
The precise list of non-personal data collected by the Recipient within the Video Editor is available at: https://www.banuba.com/ve-sdk-collected-data.
The categories of data to be processed by the Recipient within TINT are agreed herein (hereinafter together – “Data”):
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 Software (e.g. the time needed to activate Software and etc.). These data will not allow us to identify any Software users and will be used for Software technical improvement.
The following Personal Data of End Users may be processed: IDFA, IDFV, device name (manufacturer, board), operation system name.
Lawfulness of the processing :
a. Legitimate interests pursued by the Recipient:
IDFA, IDFV, Android ID: Anti-fraud reasons. The Recipient uses Device ID to detect potential fraud situations.
b. Execution of the agreement (Terms):
Device name (manufacturer, board), operation system name: i) statistical analysis of the Software usage for the purpose of improvement, crashes analysis, bug fixing, automation of billing; ii)delivering the services to the Customer, including but not limited to maintenance and monitoring of the proper operation of the Software, fixing any problems in its operation, administering of the Software, including troubleshooting, dealing with end users’ enquiries, complaints and requests addressed to the Customer in connection with Software operation); iii) existence of automated decision making or profiling, i.e. the anti-fraud systems detect possible patterns that can suggest that there could be fraudulent conduct.
The following Personal Data of Customers may be processed: User ID and Device ID.
Lawfulness of the processing:
Legitimate interests pursued by the Recipient: Software enhancement and Intellectual Property rights protection.
The Recipient uses User ID and Device IP address for the following purposes:
The Recipient uses User ID and Device IP address for the following purposes:
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 Terms execution.
The Recipient warrants and undertakes that:
5.1. It will have in place appropriate technical and organisational measures to protect the Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected, such as i) the pseudonymization of the Data via using the hash function to generate unique hash code; ii) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
5.2. It neither will authorize any third parties to process the Data nor will it transfer the Data to any third parties without obtaining a prior written consent of the End Users. If the End User consents Data subprocessing or transfer the Recipient shall have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the Data.
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:
5.3. It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses.
5.4. It will process the personal data solely for the Purpose.
5.5. It will respond to enquiries from the End Users and the authorities concerning processing of the personal data by the Recipient. Responses will be made within a reasonable time (not later than 30 days upon the request). That period may be extended by 2 further months (60 days) where necessary, taking into account the complexity and number of the requests. The Customer is obliged to notify the Recipient of those requests upon its availability.
5.6. It will process the Data in accordance with the relevant provisions of the General Data Protection Regulation ((EU) 2016/679) (“GDPR”).
5.7. It will notify the Customer immediately if it becomes aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data and provide such further information as the Customer may reasonably require.
6.1. Customer shall maintain a publicly accessible privacy notice on the Product. Such notice shall (i) provide a clear and comprehensive description of the collection, use and disclosure of Personal Data, including Recipient's access to or storage of information on the End User’s Data for the Purpose; (ii) make available the Recipient’s Privacy Policy: https://www.banuba.com/privacy-policy; and (iii) comply with any other necessary transparency requirements that apply under Applicable Data Protection Law in order for it to make available Personal Data to Recipient to process for the Purpose, if any.
6.2. In addition Customer must provide clear and comprehensive information to End Users in a sufficiently prominent notice regarding Recipient’s access to and collection, including: (i) that the Product uses the Software to collect information about End Users’ use of the Software; (ii) that such information is used to execute the Order Form and these Terms with the Customer (i.e. provide the licence/services in a timely manner and in accordance with the respective agreement) and in accordance with Recipient's legitimate interest; and (iii) how and where End Users can opt out of the collection and use of such information for the purposes hereinabove. Customer shall ensure that such notice is made available, at a minimum, via an easily accessible link within the Product settings and/or privacy policy and within any store or website where the Product is distributed (e.g. Google Play or The App Store).
6.3. If Customer receives any correspondence, request or complaint ("Correspondence") in relation to any processing undertaken in connection with the Order Form and these Terms (from an End User or otherwise), Customer will promptly notify Recipient and provide all information, cooperation and assistance as Recipient reasonably requires in relation to any such Correspondence (including, without limitation, providing a point of contact and relevant contact details which Recipient may pass to the third party correspondent) in accordance with any timescales that may apply under Applicable Data Protection Law.
6.4. Where the Customer is not a Publisher/Subcontractor it shall procure that the Publishers/Subcontractors it represents comply with the obligations of this section 6.
6.5. Customer will indemnify and hold harmless the Recipient Indemnitees from and against Losses arising from any failure by Customer to comply with its obligations under this section 6.
Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability 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 End 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.
8.1. In the event of a dispute or claim brought by an End User or the authority concerning the processing of the Data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
8.2. The parties agree to respond to any generally available non-binding mediation procedure initiated by an End User or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
8.3. Each party shall abide by a decision of a competent court or of the authority which is final and against which no further appeal is possible.
9.1. In the event that:
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.
9.2. Either party may terminate these clauses for convenience by giving 2 months prior notification.
The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
This Data Processing Addendum is an integral part of the Order Form and these Terms.
11.1 The Customer is obliged to restrict usage of the Product to End Users over at least 16 years old or other minimal age specified by Applicable Data Protection Law. Where an End 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.
11.2 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.
11.3 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 obligations connected with performance of this 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 and the Terms. 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 its 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 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 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 Order Form and the Terms (including this Additional Terms and Conditions) made by Its Subcontractor.
Please email Us at info@banuba.com with any questions You have about these T&C.