These General Terms and Conditions of BIGBRO.AI INC. (the “General Terms and Conditions”) outline the terms under which BIGBRO.AI INC. (“BIGBRO” or “We”), a Delaware corporation with its registered address at: 8 The Green, Ste A, Dover, DE 19901, USA, provides services. These services involve an AI-Powered Video-Based Solution for Football Analytics (the “Services”), which are further detailed in the service agreement (the “Service Agreement”) with each client (the “Client” or “You”).
BIGBRO and the Client are collectively referred to as the "Parties" or each individually as the "Party".
By using the website (https://bigbro.ai/) (the “Website”), you accept the General Terms and Conditions. If you do NOT agree to the General Terms and Conditions, please do NOT continue to use the Website.
You must be at least 13 years old to access and/or use our Website and/or the Demo. If you are a minor over the age of 13, we recommend seeking consent from a parent or legal guardian before accessing and/or using our Website and/or the Demo.

1.INFORMATION ABOUT BIGBRO

1.1.BIGBRO is duly incorporated and validly existing under the laws of Delaware.

1.2.You can contact us by emailing at welcome@bigbro.ai or writing to the following address:
8 The Green, Ste A, Dover, DE 19901, USA.

2.INFORMATION ABOUT THE CLIENT

2.1.You are a legal entity and/or individual entrepreneur acquiring the Services from BIGBRO exclusively for corporate business purposes and not for a private use.

2.2.By executing the Service Agreement, you agree to be bound by the following:

i.These General Terms and Conditions;
ii.BIGBRO’s Privacy Policy – [add active link] (the “Privacy Policy”); and
iii.Data Protection and Data Processing Regulations, as set in Annex 4 of these General Terms and Conditions (the “Data Regulations”).

3.DESCRIPTION OF THE SERVICES

3.1.These General Terms and Conditions are a part of the Service Agreement, which details the Services.

3.2.Upon executing the Service Agreement, BIGBRO will provide you with access to the Dashboard, where you can set your own password. You must keep this password confidential and not disclose or share it with anyone. If you know or suspect that someone else knows your password, notify us by contacting welcome@bigbro.ai.

3.3.The Parties agree that the terms used in these General Terms and Conditions and/or the Service Agreement shall have the meanings assigned to them in Annex 1 (“Terms and Interpretations”) of these General Terms and Conditions.

3.4.The Parties agree that the Player’s Statistics include the list of data described in Annex 2 of these General Terms and Conditions.

3.5.The Parties agree that the Graphical Interpretations include the list of data described in Annex 3 of these General Terms and Conditions.

4.CLIENT’S UNDERTAKINGS

4.1.The Client shall not (and shall not allow any third party to):

a.Decompile, disassemble, or otherwise reverse engineer of the Application or attempt to discover any source code or underlying ideas or algorithms of the Application;

b.Remove any product identification, copyright or other notices embedded within the Application;

c.Modify or create a derivative work of the Application;

d.Permit any third party to use the Application and/or the Dashboard;

e.Copy the Application or any portion thereof, except as provided herein; or

f.Disclose any performance information or analysis (including benchmarks) from any source relating to the Application.

4.2.The Client shall, prior to uploading any Footage through the Dashboard, obtain all required consents for the usage and processing of any Personal Data pertaining to the Players, including, but not limited to, Players’ names, images, voices, and other information provided to the Service Provider, whether via the Dashboard and/or otherwise.

5.BIGBRO RIGHT TO VARY THE GENERAL TERMS AND CONDITIONS

5.1.BIGBRO may amend the General Terms and Conditions with future effect, at its sole discretion, due to a change in the law or to implement adjustments, improvements, and updates. Any such changes will be reflected in the updated version of the General Terms and Conditions and published on the Website.

6.OWNERSHIP AND INTELLECTUAL PROPERTY

6.1.Application

a)The Service Provider shall retain all rights, title, and interest in and to the Application and the Dashboard, including all modifications, derivative works or improvements, and all related Intellectual Property Rights.

b)The Client acknowledges that it has no rights to the Application, the Dashboard or any related software, systems, documentation, guidelines, procedures and similar related materials or any modifications thereof.




6.2.Client Data

a)The Client shall remain the sole and exclusive owner of any and all data and information of any kind, including Footage, submitted to the Service Provider by the Client.

b)The Client grants the Service Provider a right to use the Footage for the purpose of creating a new Intellectual Property, the product of the Services, which is the AI-Powered Video-Based Football Analytics, including the Player’s Statistics and the Graphical Interpretations, content, text, images, software, audio and video files and documentation related to it (the “New Copyright”).

c)The Service Provider agrees that the deliverables created as a result of the Services will be the sole and exclusive property of the Client from the moment of its creation, provided that the Services are duly paid for or compensated via barter. The Service Provider hereby irrevocably agrees to transfer and assign to the Client, all right, title and interest in the New Copyright (collectively referred to as the “Work Product”).

7.WRITTEN COMMUNICATIONS

7.1.When using the Dashboard, You accept that communication with us will be mainly electronic via welcome@bigbro.ai.

7.2.For contractual purposes, You agree to this electronic means of communication, and You acknowledge that all notices and other communications that we provide to you electronically (including via the Website or by email) comply with any legal requirement that such communications are in writing. This condition does not affect your statutory rights.

7.3.All formal notices from You are required to be sent by email or letter using BIGBRO’s contact details. A letter shall be delivered to BIGBRO’s registered office, as stated in the BIGBRO Contact Details, by recorded delivery post.

8.CONFIDENTIALITY

8.1.Confidential Information

In these General Terms and Conditions, “Confidential Information” means any information (however recorded or preserved) that:

a)either Party may have acquired (whether before, on or after the date of the Service Agreement) in relation to the customers, business, assets, or affairs or plans, intentions, or market opportunities and the operations, processes, product information, know-how, designs, trade secrets, or software of the other Party, as a consequence of the negotiations relating to the Service Agreement or any other agreement or document referred to in the Service Agreement or the performance of the Service Agreement or any other agreement or document referred to in the Service Agreement; or

b)relates to the contents of the Service Agreement (or any agreement or document referred to in the Service Agreement or agreement or arrangement entered into pursuant to the Service Agreement), provided, however, that, information is not Confidential Information if:

i.It is or becomes generally available to the public (other than as a result of its disclosure in breach of these General Terms and Conditions);

ii.The Party can establish to the reasonable satisfaction of the other Party that it found out the information from a person not connected with the other Party or its group and that such person is not under any obligation of confidence in respect of the information; or

iii.a Party can establish to the reasonable satisfaction of the other Party that the information was known to the first Party before the date of this agreement and that it was not under any obligation of confidence in respect of the information; or

iv.the Parties agree in writing that it is not confidential.

8.2.Confidentiality Undertaking

Each Party undertakes to the other Party that it shall:

a)Keep the other Party’s Confidential Information secret and confidential;

b)Not use or exploit the other Party’s Confidential Information in any way, except for or in connection with, the purpose of carrying out the Service Agreement; and

c)Only make disclosure of the other Party’s Confidential Information: (i) in accordance with Section 8.3. herein; or (ii) with the other Party's prior written consent.

8.3.Permitted Disclosure

a)Each Party may disclose the other Party’s Confidential Information to any of its officers, employees, advisers, subcontractors and contractors that need to know the relevant Confidential Information for the purposes of carrying out the Service Agreement, provided that it procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this Section 8.

b)Each Party may disclose the other Party’s Confidential Information to the minimum
extent required by:

i.any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;

ii.the rules of any listing authority or stock exchange on which its shares are listed;

iii.the laws or regulations of any country to which its affairs are subject.

9.FORCE MAJEURE EVENT

9.1.BIGBRO will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to provide the Services that is caused by events outside of our reasonable control, such as the “Force Majeure” (any event or circumstance beyond the reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, earthquake, pandemic, governmental actions and other similar events).

9.2.In the event of the Force Majeure, BIGBRO will promptly notify you in writing, detailing the nature of the event, its expected duration, and the anticipated impact on BIGBRO’s ability to perform its obligations under the Service Agreement.

9.3.During the Force Majeure event, the Services shall be considered suspended. BIGBRO will use its reasonable efforts to mitigate the effects of such an event and to resume performance under the Service Agreement as soon as practicably possible.

10.GOVERNING LAW

10.1.This Agreement is governed by Delaware law. Any disputes will be resolved through arbitration in Wilmington, Delaware, under JAMS rules.

10.2.Each Party consents to jurisdiction in Delaware courts and waives their right to a jury trial.

11.MISCELLANEOUS

11.1.If you have any questions about these General Terms and Conditions, please feel free to contact us using BIGBRO Contact Details stated below.

ANNEX 1

The Parties agree that the terms used in these General Terms and Conditions and/or the Service Agreement shall have the meanings assigned to them as follows:
1.TERMS:

2.INTERPRETATIONS

2.1.In interpreting this Agreement, the Parties have agreed to apply the following rules:

a)unless the context requires otherwise, any reference to a Clause shall mean the reference to a relevant Clause of this Agreement;

b)any reference to any statute or statutory provision which is a part of the Applicable Law and is described herein includes any future amendments thereto, and if the statute or statutory provision is repealed or has lost its legal effect, reference thereto includes a reference to a statute which replaced it, including all corresponding amendments thereto;

c)reference to “include” shall mean “including”, “but not limited to”;

d)the words used in this Agreement in singular shall include plural, and vice versa; and

e)the words used in any gender (masculine, feminine or neutral) shall include all other genders.

2.2.Any other terms not defined in this Agreement shall be interpreted in accordance with the legislation of the Delaware, USA.

ANNEX 2

PLAYER’S STATISTICS

Player’s Statistics include the following data:

1.BASIC STATUS:

1.1.Pass
Description: A pass is a distribution action performed by a player with the intention of keeping possession of the ball. The player can maneuver the ball either on the ground or through the air to another player. A pass is considered successful if the ball reaches a teammate. If it does not, the pass is deemed unsuccessful.

Marked as accurate and inaccurate.

1.2.Pass forward
Description: E.g. the pass with direction to the gates of an opposite team
Marked as accurate and inaccurate.

1.3.Pass back
Description: E.g. the pass with direction to the self-gates
Marked as accurate and inaccurate.

1.4.Pass sideways
Description: E.g. the pass across the field
Marked as accurate and inaccurate.

1.5.Pass distance (short, middle, long)
Description: E.g. the pass distance. Can be “short” - 0-10 meters, “middle” - 10-30 meters and long - 30 + meters
Marked as accurate and inaccurate.

1.6.Assist
Description: a pass before scoring the goal
No marked

1.7.Key pass (Shot assist)
Description: A pass before shot
No marked


1.8.Cross
Description: medium- to-long-range pass from a wide area of the pitch to the opponent's penalty area.
Marked as accurate and inaccurate.

1.9.Clearance
Description: A player attempts to clear the ball up field or out of play, usually to relieve the pressure or danger faced by themselves or their team.
Marked as accurate and inaccurate.

1.10.Shot
Description: Directing the ball to the opponent's goal with the purpose to score. If the ball goes out of the field or hit the gate frame then shot is unsuccess. If Player of an opposite team got the ball or was a goal then shot is success.
Marked as accurate and inaccurate.

1.11.Goal
Description:Scoring a goal
No marked.

1.12.Dribble
Description: An attempt to move past an opposing player whilst trying to maintain possession of the ball
Marked as success and unsuccess.

1.13.Tackle
Description: an attempt by a Player to dispossess their opponent.
No marked.

1.14.Duel
Description: Two or more players from opposing teams compete to win possession of a loose ball on the ground. The contest must take place at the moment when and location where at least one player makes contact with the ball.
Marked as success and unsuccess.

1.15.Ariel duels
Description: two or more players from opposing teams compete to win possession of a loose ball in the air. The contest must take place at the moment when and location where at least one player makes contact with the ball.
Marked as success and unsuccess.

1.16.Lost ball
Description: The opposite team got control of the ball because of the mistake or defensive action. Instead, success shot.
No marked.

1.17.Fault
Description: Acts committed by players which are deemed by the referee to be unfair and are subsequently penalized.
No marked.

1.18.Offside
Description: The player makes a movement or receives the ball in the opposites half and placed between two last players of an opposite team. The assistant referee will raise their flag to highlight the offence.
No marked.

1.19.Throwing
Description: The ball is thrown overhead with both hands from the touchline to restart play after outcome of the field.
Marked as accurate and inaccurate.

1.20.Free kick
Description: Method of restarting the game after the fault was committed
Marked as accurate and inaccurate.

1.21.Penalty
Description: method of restarting play, in which a player is allowed to take a single shot at the goal while it is defended only by the opposing team's goalkeeper. It is awarded when an offence punishable by a direct free kick is committed by a player in their own penalty area.
Marked as accurate and inaccurate.

1.22.Corner
Description: the stationary ball is played from the corner quadrant to restart play. Plays after the ball get outside the field after
Marked as accurate and inaccurate.

1.23.Interception
Description: the interception of pass of an opposite team
No marked.


1.24.Recovery
Description: getting the ball after clearance or duel, if there is no pass and the ball has no owner.
No marked.

1.25.Head shot
Description: The shot made by head
Marked as accurate and inaccurate.

1.26.Sprint
Description: The player runs with speed > 4.5mps
No marked.


1.27. Saves
Description: When goalkeeper saves the gates from the goal
Marked

2.DEEP PLAYER’S STATISTICS

2.1.Packing:
Description: The players of an opposite team that got behind the ball the pass or dribbling
Marked

2.2.Pass into penalty area:
Description: The pass goes to the opposite team’s penalty area from outside
Marked

2.3.Entries into penalty area:
Description: The player goes inside the opposite team’s penalty area
Marked

2.4.Ball control:
Description: the player control of the ball
Marked

3.DEEP TEAM STATISTICS
3.1.Weighted average position:
Description: The position of the player due the game. May be divided in position with/without ball

3.2.Defensive line:
Description: the mean height of last defender. Divided in attack and in defense

3.3.Tackle line:
Description: the mean height of tackles

3.4.PPDA:
Description: passes per defensive action. In this area, the number of passes made by the opposition is divided by the number of defensive actions made by the out-of-possession team to give a number for PPDA. These defensive actions are tackles (only success), interceptions, challenges and fouls. The number that this calculation produces gives a value to the intensity of the out-of-possession team’s press.

3.5.OPDA:
Description: Opposition Passes per Defensive Action. Measures how many passes you allow your opponent to complete before your team completes a successful defensive action

ANNEX 3

GRAPHICAL INTERPRETATIONS

Graphical Interpretations include the following data:

• Graphics;
• Events map;
• Heatmaps;
• Maps of sprints;
• Graphic tools; and
• Widgets,

The demo version of the Service’s interface (the “Demo”) is available at the following link: https://app.bigbro.ai/demo.

You can test the graphical features by using the Demo.

ANNEX 4

DATA PROTECTION AND DATA PROCESSING REGULATIONS

In this Annex 4 the following terms are used:

1.PROCESSING

a)The Client is: (i) a Controller of Client Personal Data; or (ii) acting as Processor on behalf of other Controllers and has been instructed by and obtained the authorization of the relevant Controllers for the Processing of Client Personal Data by the Service Provider as the Client’s Sub-processor. The Client appoints the Service Provider as Processor to Process Client Personal Data. If there are other Controllers, the Client will identify and inform the Service Provider of any such other Controllers if required by the applicable Data Protection Laws.

b)The Client will, upon the request of the Service Provider, provide to the Service Provider a list of categories of Data Subjects, types of Client Personal Data and Processing activities the Services. The duration of the Processing corresponds to the duration of the Service. The purpose and subject matter of the Processing is the provision of the Service as described in the Services Agreement.

c)The Service Provider will Process the Client Personal Data to provide, secure and improve the Services that utilize the same underlying technology and tools, according to the Client’s documented instructions or as otherwise set out in the Services Agreement. The scope of Client’s instructions for the Processing of Client Personal Data is defined by the Services Agreement, and, if applicable, by the Client’s use of the features of the Services.

d)When providing Services, the Service Provider will not further combine, use, retain or disclose Client Personal Data outside of the direct business relationship between the Service Provider and the Client or for any purpose other than to perform the Services and business purposes specified in the Services Agreement. The Service Provider will not sell or share Client Personal Data unless permitted to do so under the applicable Data Protection Laws.

e)The Client may provide further instructions regarding the Processing of Client Personal Data (the “Additional Instructions”), and the Service Provider will use commercially reasonable efforts to follow any the Additional Instructions. If the Service Provider notifies the Client that any Additional Instruction is not feasible or that the Service Provider can no longer meet its obligations as the Processor, the Parties shall work together to find an alternative. If the Service Provider notifies the Client that no alternative is feasible, the Client may terminate the affected Service, in accordance with any applicable terms of the Services Agreement. If the Service Provider believes an instruction violates the applicable Data Protection Laws, it will promptly inform the Client, and may suspend the performance of such instruction until the Client has modified or confirmed its lawfulness in documented form.

f)The Client shall serve as a single point of contact for the Service Provider. As other Controllers may have certain direct rights against the Service Provider, the Client undertakes to exercise all such rights on their behalf and to obtain all necessary permissions from the other Controllers. The Service Provider shall be discharged of its obligation to inform or notify another Controller when the Service Provider has provided such information or notice to the Client. Similarly, the Service Provider will serve as a single point of contact for the Client with respect to its obligations as a Processor under this Section.

g)Each Party will comply with its respective obligations under the applicable Data Protection Laws for the processing of the Client Personal Data and is responsible for determining the requirements of laws or regulations applicable to its own business. The Client will not use the Services in a manner that would violate applicable Data Protection Laws.

2.TECHNICAL AND ORGANISATIONAL MEASURES

The Service Provider undertakes to implement and maintain suitable technical and organizational measures which ensure a level of security appropriate to the risk for the Service Provider’s scope of responsibility. Such measures are subject to technical progress and further development. Accordingly, the Service Provider reserves the right to modify such measures provided that the functionality and security of the Services are not degraded.

3.DATA SUBJECT RIGHTS AND REQUESTS

The Service Provider will inform the Client of requests from the Data Subjects exercising their Data Subject rights addressed directly to the Service provider, where the Data Subject has provided information to identify the Client. If not, the Service Provider will ask the Data Subject to redirect its request to the Client. The Client shall be responsible for handling such requests of Data Subjects. The Service Provide will reasonably assist the Client in handling such Data Subject requests.
4.THIRD PARTY REQUESTS AND CONFIDENTIALITY

a.The Service Provider will not disclose the Client Personal Data to any third party, unless authorized by the Client or required by law. If a government or the Supervisory Authority demands access to Client Personal Data:

i.The Service Provider will notify the Client of such request to enable Client to take all necessary actions to communicate directly with the relevant authority and respond to such request;

ii.If the Service Provider is prohibited by law to notify the Client of such request, it will make best reasonable efforts to challenge such prohibition and it commits to providing the minimum amount of information permissible when responding, based on a reasonable interpretation of the order; and

iii.The Service Provider will provide to the Client general information relative to any such request received from a government or regulatory authority during the preceding 12-month period.

5.AUDIT

Subject to the appropriate confidentiality, the Service Provider shall allow for, and contribute to, reasonable audits conducted by the Client or another auditor mandated by the Client, who shall be not a direct competitor of the Service Provider, including inspections to the extent required by the applicable Data Protection Laws.

6.RETURN OR DELETION OF CLIENT PERSONAL DATA

Upon termination or expiration of the Services Agreement, the Service Provider will either delete or return the Client the Personal Data in its possession, unless otherwise required by applicable law.

7.SUB-PROCESSORS

a)The Client authorizes the engagement of the Sub-processors to be agreed with it in writing via email. Within 30 days following the Service Provider’s notification, the Client may object on the basis that such Sub-processor does not provide sufficient guarantees to meet the requirements under the applicable Data Protection Laws. The Client’s objection shall be in writing and include Client’s specific reasons for its objection and options to mitigate, if any. If the Client does not object within such period, the additional or replacement Sub-processor may be commissioned to the Process Client Personal Data. The Service Provider shall impose protective data protection obligations, approved by Sub-processor prior to the Sub-processor initiating any Processing of Client Personal Data.

b)If Client reasonably objects to the addition of the Sub-processor, and the Service Provider cannot reasonably accommodate the Client’s objection, the Service Provider will notify the Client. The Client may terminate the affected Services, otherwise, the Parties shall cooperate to find a feasible solution in accordance with the dispute resolution process, as set out in the Services Agreement, if applicable.

8.TRANSBORDER DATA PROCESSING AND COUNTRY REQUIRED TERMS

In the case of a transfer of the Client Personal Data to Non-Adequate Countries, the Parties shall cooperate to ensure compliance with the applicable Data Protection Laws.

9.PERSONAL DATA BREACH

The Service Provider will notify the Client without undue delay after becoming aware of a Personal Data Breach with respect to the Services. The Service Provider will promptly investigate the Personal Data Breach if it occurred on the Service Provider’s infrastructure or in another area the Service Provider is responsible for and will assist the Client.