Terms and Conditions

The following terms and conditions (the "Additional Terms") are incorporated by reference into, and form part of, the services agreement (the "Services Agreement") between BigBro.ai Inc. (the "Service Provider") and the person or entity engaging the Service Provider to provide the Services (the "Client").

1. DEFINITIONS
Capitalised terms used but not defined in these Additional Terms have the meanings given to them in the Services Agreement. In addition, in these Additional Terms:

2. CLIENT UNDERTAKINGS
(a) The Client shall not (and shall not allow any third party to):
(i) decompile, disassemble, or otherwise reverse engineer the Application or attempt to discover any source code or underlying ideas or algorithms of the Application;
(ii) remove any product identification, copyright or other notices embedded within the Application;
(iii) modify or create a derivative work of the Application;
(iv) permit any third party to use the Application or the Dashboard;
(v) copy the Application or any portion thereof except as provided herein; or
(vi) disclose any performance information or analysis (including benchmarks) from any source relating to the Application.
(b) The Client shall, prior to uploading any Footage through the Dashboard, obtain all required consents for the usage and processing of any Personal Data (as defined in Section 5.1 below) pertaining to Players, including, but not limited to, Players’ names, images, voices, and other information provided to the Service Provider, whether via the Dashboard or otherwise.

3. OWNERSHIP AND INTELLECTUAL PROPERTY
3.1 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 in the Application, the Dashboard or any related software, systems, documentation, guidelines, procedures and similar related materials or any modifications thereof.

3.2 Client Data
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.

4. CONFIDENTIALITY
4.1 Confidential Information
In this Section 4, “Confidential Information” means any information (however recorded or preserved) that:
(a) either Party may have or acquire (whether before, on or after the date of the Services 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 Services Agreement or any other agreement or document referred to in the Services Agreement or the performance of the Services Agreement or any other agreement or document referred to in the Services Agreement; or
(b) relates to the contents of the Services Agreement (or any agreement or document referred to in the Services Agreement or agreement or arrangement entered into pursuant to the Services 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 this agreement); or
(ii) a 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.

4.2 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 Services Agreement; and
(c) only make disclosure of the other Party’s Confidential Information: (i) in accordance with Section 4.3; or (ii) with the other Party's prior written consent.

4.3 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 Services 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 4.
(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; or
(iii) the laws or regulations of any country to which its affairs are subject.

5. Data Protection and Data Processing

5.1 Definitions
In this Section 5:
Client Personal Data” means any Personal Data provided to the Service Provider by the Client;
Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing Personal Data;
Data Subject” means a natural person who can be identified, directly or indirectly;
Data Protection Laws” means all legislation and regulations applicable to the Processing of Personal Data under the Services Agreement;
Non-Adequate Countries” means countries not providing an adequate level of data protection pursuant to Data Protection Laws or a decision of a Supervisory Authority;
Personal Data” means any information relating to a Data subject;
Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Personal Data;
Process” or “Processing” means any operation or set of operations performed on Client Personal Data, including storage, use, access and reading;
Processor” means a natural or legal person which processes Client Personal Data on behalf of the Client;
Subprocessor” means any other Processor the Service Provider engages to Process Client Personal Data; and
Supervisory Authority” means an independent public authority responsible for monitoring the application of the applicable Data Protection Laws.
5.2 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 authorisation of the relevant Controllers for the Processing of Client Personal Data by the Service Provider as the Client’s Subprocessor as set out in this Section 5. 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 utilise 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”) as described in Section 5.10(b] below, 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 5.
(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.

5.2 Technical and Organisational Measures
The Service Provider undertakes to implement and maintain suitable technical and organisational 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.

5.3 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 in accordance with Section 5.10(b).

5.4 Third Party Requests and Confidentiality
(a) The Service Provider will not disclose the Client Personal Data to any third party, unless authorised 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.
(b) The Service Provider will require all of its personnel authorised to Process Client Personal Data to commit themselves to the requirements of this Section 5.4.

5.5 Audit
Subject to the appropriate confidentiality and Section 5.10(b), 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.


5.6. 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.

5.7 Subprocessors
(a) The Client authorises the engagement of the Subprocessors 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 Subprocessor 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 Subprocessor may be commissioned to the Process Client Personal Data. The Service Provider shall impose substantially similar but no less protective data protection obligations as set out in this Section 5 on any approved Subprocessor prior to the Subprocessor initiating any Processing of Client Personal Data.
(b) If Client reasonably objects to the addition of the Subprocessor, 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.

5.8. 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.


5.9 Personal Data Breach
The Service Provider will notify 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 as set out in Section 5.10(b) below.

5.10 Assistance
(a) The Service Provider will assist the Client by technical and organisational measures for the fulfilment of the Client’s obligation to comply with the rights of Data Subjects and in compliance with Clients obligations relating to the security of Processing, the notification and communication of a Personal Data Breach and the data protection impact assessment, including prior consultation with the responsible Supervisory Authority, if required, taking into account the nature of the processing and the information available to the Service Provider.
(b) The Client will make a written request for any assistance, or any Additional Instructions, referred to in this Section 5. The Service Provider may charge the Client no more than a reasonable charge to perform such assistance or an Additional Instruction, such charges to be set forth in a quote and agreed in writing by the Parties. If Client does not agree to the quote, the Parties agree to reasonably cooperate to find a feasible solution in accordance with the dispute resolution process.

6. CLIENT REPRESENTATION

The Client represents and warrants that neither it nor any person acting on its behalf is a politically exposed person or the subject of sanctions imposed by an international, national, or governmental authority (including but not limited to, being listed on the Specially Designated Nationals (SDN) list or other similar lists maintained by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC) or any equivalent body in any other jurisdiction).

7. GENERAL
7.1 Assignment and other Dealings
Neither Party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Services Agreement (or any other document referred to in it) without the prior written consent of the other Party.

7.2 Variation and Waiver
(a) No variation of the Services Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
(b) A waiver of any right or remedy under the Services Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(c) A failure or delay by any person to exercise any right or remedy provided under the Services Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Services Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
(d) A person that waives a right or remedy provided under the Services Agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

7.3 No Partnership or Agency
(a) Nothing in the Services Agreement is intended to, or shall be deemed to, establish any partnership between the Parties or constitute any Party the agent of another Party.
(b) Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.

7.4 Notices
Any notice or other communication to be given or made to a party under the Services Agreement shall be in writing. Any such notice or other communication shall be deemed to have been duly given or made when it is delivered by hand, airmail or email transmission to the Party to which it is required or permitted to be given or made at such Party’s address specified on the signature page to the Services Agreement or at such other address as such Party designates by notice to the Party giving or making such notice, application or other communication.

7.5 Severance
(a) If any provision or part-provision of the Services Agreement 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 Services Agreement.
(b) If any provision or part-provision of the Services Agreement is deemed deleted, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

7.6 Third Party Rights
(a) The Services Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Services Agreement.
(b) The rights of the Parties to rescind or vary the Services Agreement are not subject to the consent of any other person.

7.7 Counterparts
(a) The Services Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Services Agreement.
(b) Transmission of the executed signature page of a counterpart of the Services Agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of the Services Agreement.
(c) No counterpart shall be effective until each Party has delivered to the other an executed counterpart.

7.8. Rights and Remedies
The rights and remedies provided under the Services Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

7.9 Entire Agreement
The Services Agreement (together with these Additional Terms) constitute the entire agreement between the Parties and supersede and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.

7.10 Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

7.11 Jurisdiction
(a) Any dispute arising out of or in connection with the Services Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section.
(b) The number of arbitrators shall be one.
(c) The seat, or legal place, of arbitration shall be London, England.
(d) The language to be used in the arbitral proceedings shall be English.

This document was last updated on April 2024.

MARTE S.A.

Registered office

8The Green, Ste A, Dover, Delaware 19901

Founded by startup studio
welcome@bigbro.ai

Terms and Conditions

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