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Terms of Service
OkLabel Inc

Last modified on October 09, 2023

Please read these Terms and Conditions carefully before using the OkLabel service. By creating an account on the OkLabel platform, signing a contract that includes these Terms and Conditions, or using the OkLabel platform, you declare that: (1) you have read, understood, and agree to comply with these Terms and Conditions; (2) you are of legal age to enter into a binding contract with OkLabel; and (3) you have the authority to enter into this contract personally or on behalf of a legal entity that you have identified as the User and can bind that legal entity to these Terms.

The term "Customer" refers to an individual or a legal entity, depending on the case, identified as the User when placing an order. If you do not agree to comply with these Terms and Conditions, you are not allowed to access or use the OkLabel service.

1. INTERPRETATION

a. The following definitions apply to these Terms and Conditions:

  • "Access Authentication Information": means user login information that allows users to access the OkLabel platform.
  • "Branch": means any unit directly or indirectly controlled, owned, or controlled by the same company.
  • "Authorized Users": means employees of the Customer authorized by the Customer to access the OkLabel platform. Authorized Users can be 'Managers' or 'Workforce.' An Authorized User with access to multiple Workspaces will only count once.
  • "Business Day": means any day that is not a Saturday or Sunday in Canada or Vietnam.
  • "Complaint": means any request, demand, claim, cause of action, or legal proceeding.
  • "User Documentation": means the documents, product materials, instructions, drawings, and documents prepared or published by OkLabel that describe or relate to the OkLabel service and its use, operation, features, and capabilities.
  • "Effective Date": means the date the Customer places an order.
  • "Fees": means the fees and charges specified in an order for the OkLabel service.
  • "Initial Term": means the first-month term of the Customer's registration for the OkLabel service as specified in an order.
  • "Input Data": means any data, media, information, or other content entered by or on behalf of the Customer (including by Authorized Users) into the OkLabel platform.
  • "Intellectual Property Rights": includes all copyrights and related rights, patents, trademarks, service marks, trade names, business names and domain names, dress rights, layout designs or topographies, rights in reputation or goodwill, rights in unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and any and all other intellectual property rights, whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, 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.
  • "Labeling Model": means, as applicable: (i) an algorithm or machine learning model developed and used as a result of Input Data by OkLabel's service; or (ii) an algorithm or machine learning model developed as a result of requests from the Customer as part of the OkLabel service.
  • "Loss": means all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorney's fees).
  • "Open Data Set": means Input Data that the Customer has marked as 'open' on the OkLabel platform and through which it is expected to be accessible by other users on the OkLabel platform or the public via the Internet.
  • "Order": means an order or a subscription requested and paid by the Customer to access the OkLabel platform and includes these Terms and Conditions.
  • "Output Data": means any content generated by the OkLabel platform in the normal course of its operation.
  • "Customer-Owned Model": means any algorithm or machine learning model independently developed, licensed, or sourced by the Customer, uploaded to the OkLabel platform by the Customer for use, operation, and/or training through the OkLabel platform.
  • "Personal Data": means any information relating to an identified or identifiable individual.
  • "Personnel": means employees, representatives, consultants, or agents of the relevant parties.
  • "Renewal Term": means any renewal term of the Customer when the Initial Term ends, as specified in the Order.
  • "Term": means the Initial Term or a specified time frame determined by 02 specific time markers, including the start and end times.
  • "Third-Party Content": means all content, data, media, information, software (including all related intellectual property rights), copyrights owned by or licensed from a third party provided through the OkLabel platform.
  • "OkLabel Data": means any data, media, information, or other content that may be accessed through the OkLabel platform (excluding specific customer input data).
  • "OkLabel Model": means any algorithm or machine learning model developed or licensed by OkLabel for use by the Customer.
  • "OkLabel Service Package": means the specific functionality and access rights to the OkLabel platform specified in an Order, fully documented in the Order information with specific usage limits set by OkLabel.
  • "OkLabel Platform": means the web-based data management and machine learning analytics platform of OkLabel, or other services such as SDK, owned and operated by OkLabel, which the Customer may use to store, label, process, share, and analyze Input Data.
  • "OkLabel Service": means the OkLabel Platform, any website and applications or software, documents, text used to access the OkLabel Platform, along with any technologies and software owned or used by OkLabel, including any algorithms, machine learning models, data analytics models, application programming interfaces (APIs), specific servers and environments, processes, materials, tools, and business methods, any intellectual property rights related to it.
  • "OkLabel": means OkLabel Inc, a company established and registered in Canada with a branch located in Vietnam.
  • "Workspace": means where accounts, other authentication accounts, including main and sub-accounts, have been created under the Customer's account. The access rights of Authorized Users to the Workspace are determined by the Customer.

b. The terms "including" and "comprising" (or similar) shall be illustrative only and shall not limit the meaning of the description, definitions, phrases, or terms preceding the corresponding term.

c. The terms will be used according to the laws of Canada and Vietnam, where OkLabel is registered, owned, and operates the product based on the country.

d. Any references to "the Parties" shall mean OkLabel and the Customer, and "Party" shall mean either of them.

2. Commencement and Duration

a. Unless terminated early under the terms of Section 22, an Order shall:

  • Commence on the Effective Date and continue throughout the Initial Term.
  • Upon expiration of the Initial Term, automatically renew for the subsequent Renewal Term following the expiration of the Initial Term. Unless one Party notifies the other of its intention to terminate the Order at the end of the Initial Term or the current Renewal Term (or any other Renewal Term), at least 14 days prior.

3. FEES AND SERVICE PACKAGES

a. All fees that the Customer must pay to access the OkLabel Services are specified in an Order.

b. By purchasing the OkLabel Service Packages and providing payment card information or other payment information to OkLabel on the payment page, the Customer authorizes OkLabel to charge the corresponding fees using the provided payment method for the total amount of fees according to the payment terms here or in the related Order.

c. All prices for OkLabel Service Packages do not include value-added tax or other sales, use, or consumption taxes applicable in each country.

d. Each Order will list the corresponding OkLabel Service Packages being purchased and the number of authorized Users, and file storage capacity limits. File storage limits are calculated across all of the Customer's Workspaces. The Customer may add additional authorized Users at the pricing levels detailed in the corresponding Order, subject to section 4 below.

e. The Customer can add additional authorized Users at any time. Depending on the Order or Service Package provided by OkLabel, the Customer will have a maximum number of authorized Users on each of the Customer's accounts.

f. In addition to other rights and remedies available to OkLabel, if the Customer fails to pay any amounts due when due, OkLabel shall have the right to: immediately suspend the Customer's access rights to the OkLabel Platform and/or any other OkLabel Services until the Customer has paid all fees.

4. SERVICE LICENSE

a. Licenses granted must comply with any restrictions applicable to the Service Package the Customer has purchased under the Order.

b. The Customer ensures that Users, authorized Users comply with these Terms and Conditions. OkLabel will provide the Customer access rights within the limits of the Service Package and cannot transfer accounts.

c. The Customer shall be responsible for and ensure that all login information of authorized Users is kept secure and not disclosed to anyone other than Employees and/or authorized Users. The Customer shall be responsible for all activities of authorized Users in OkLabel Services. The Customer should immediately report, provide information to OkLabel upon discovering any unauthorized use through authorized Users. OkLabel shall not be responsible for any losses incurred due to the Customer's failure to ensure the security of its authorized Users.

d. The Customer agrees that OkLabel has the right to monitor compliance by the Customer with these Terms and Conditions, including by conducting checks at the Customer's Workspace, and the Customer shall fully cooperate in this review process.

e. The Customer acknowledges and agrees that OkLabel may, at its discretion, modify, remove, or supplement Service Packages depending on the time or specific requirements based on changes in the Business or current legal requirements of the host country. In this case, OkLabel will respect the Customer by sending a notification of the adjustment and cooperating with the Customer to convert the Service Packages accordingly. Information about old service packages will continue to operate and operate until the expiration date of the month at that time.

5. SUPPORT

OkLabel will provide access to the OkLabel Platform and will make reasonable commercial efforts to provide technical support to the Customer, in accordance with the requirements of the Service Packages.

6. LIMITATIONS

a. The Customer shall not, nor shall it instruct, permit, enable, or require any third party (including authorized Users and other Employees) to perform any action designed or intended:

  • To use the OkLabel Services (or any part thereof) in violation of these Terms and Conditions.
  • To provide or make the OkLabel Services (or any part thereof) available to any third party other than authorized Users.
  • To use the OkLabel Services (or any part thereof) to:
    • Create, market, or distribute any products or services that compete with the OkLabel Platform or any other part of the OkLabel Services.
    • Act as an intermediary service on behalf of any third party or provide processing or services to any third party.
    • Introduce into the OkLabel Services any "backdoor," "malware," "virus," or "worm" (as those terms are commonly understood in the software industry) or any equivalent code, computer program, or instructions designed or intended to disrupt, disable, harm, or interfere with any operation of the OkLabel Services or any device or system owned or controlled by OkLabel or any third party or capable of damaging or destroying any data or files.
    • Modify, copy, sell, rent, lease, license the OkLabel Services (or any part thereof).
    • Assert, challenge, or appeal any ownership or participation rights of OkLabel with respect to the OkLabel Services (or any part thereof).
    • Use, disseminate, copy, or use the OkLabel Services (or any part thereof) in violation, theft, or violation of any intellectual property rights or other rights of OkLabel or any third party.
    • Remove, modify, obscure OkLabel's trademarks, copyright notices, or any other ownership notices from the OkLabel Services (or any part thereof).
    • Interfere with the proper operation of the OkLabel Services.
    • Disable or interfere with security features of the OkLabel Services or features that prevent or restrict the use, access, or copying of the OkLabel Services, or alter usage limits of the OkLabel Services.
    • Mount an unreasonable or imbalanced load on the OkLabel Services.
    • Decode, decompress, parse, or create derivative works based on the OkLabel Services (or any part thereof), unless only to the extent necessary, as required by the applicable law of the Customer's jurisdiction, OkLabel may provide this right to the Customer to obtain the information necessary to make the OkLabel Services compatible with other software; however, the Customer must request such information from OkLabel in advance, and OkLabel may (at its sole discretion) provide the information to the Customer or reasonably conditions the use of the source code for the OkLabel Services to ensure the protection of OkLabel's and the licensors' ownership rights in the source code for the OkLabel Services.

7. COMMITMENTS AND PROTECTION OF OKLABEL'S RIGHTS

a. Pursuant to Article 18, OkLabel commits that during the term of the contract, OkLabel's Services will:

  • Conform to the extent set out in the current User Guides.
  • Comply with all relevant laws and regulations.

b. Pursuant to Article 8.1 does not apply in the following cases:

  • In case the Customer or any third party breaches any obligations as referred to in Article 7;
  • For errors or issues arising from the use of OkLabel Services in combination with other products, devices, software, or data (including Third-Party Content) that OkLabel has not expressly allowed to be used in conjunction with OkLabel Services.

c. OkLabel's sole responsibility and Customer's sole remedy for breaches of the commitments in Article 8 shall be that OkLabel shall use all reasonable commercial efforts to remedy the warranted defects within thirty (30) days, a maximum of 45 days, from the date of receipt of the notice. In accordance with OkLabel's practice, OkLabel may refund the amount that the Customer has paid for the defective portion of OkLabel's Service on a reasonable scale.

d. Each Party represents and warrants throughout the term that they warrant that they will continue to have throughout the term of these Terms and Conditions sufficient rights, capacities, and authorities to execute these Terms and Conditions and perform their commitments under this document.

e. OkLabel will not be responsible to the Customer for any Complaints protected based on or arising directly or indirectly from:

  • Customer exceeding the scope of any rights, licenses, or agreements to use OkLabel's Services under these Terms and Conditions.
  • Any use of OkLabel's Services not in accordance with these Terms and Conditions or User Guides.
  • Breach of the Customer or any third party of any constraints mentioned in Article 7.
  • Customer's use of OkLabel's Services in combination with other products, devices, software, or data that OkLabel has not expressly allowed for use in conjunction with OkLabel Services.
  • Modification of OkLabel's Services by anyone other than OkLabel or clearly authorized agents or any third party performing any portion of the services described in these Terms and Conditions for or on behalf of OkLabel.

8. CUSTOMER REQUIREMENTS

a. To enable OkLabel to provide authorized Users with access to OkLabel Services in accordance with the terms of these Terms and Conditions, the Customer will ensure that:

  • All authorized Users have installed and accessed OkLabel Services through an internet browser version and operating system supported by OkLabel's User Guides.
  • The Customer has an internet connection with sufficient bandwidth for authorized Users to access and use OkLabel Services.
  • The Customer maintains network connections to the extent necessary to avoid degrading network performance and difficulties during use.
  • The Customer will implement and maintain effective security policies and procedures to prevent unauthorized disclosure of Access Codes and unauthorized access to OkLabel Services.
  • The Customer will obtain or ensure all authorizations, directions, and/or permissions necessary for OkLabel to provide access to authorized Users to OkLabel Services.
  • The Customer will provide OkLabel with personnel and other members (in numbers and positions appropriate) needed in situations to resolve any issues related to deployment, provision, or cessation of access to OkLabel Services.
  • OkLabel shall be released from any violation of the obligation to provide access to authorized Users to OkLabel Services if and when OkLabel can demonstrate that the violation is due to the Customer's failure to meet any obligation or dependency under Article 8.1.

9. OKLABEL SERVICE OWNERSHIP RIGHTS

a. Among the Parties, OkLabel maintains exclusive ownership rights to all rights, ownership, and interests, intellectual property rights of OkLabel Services (excluding the data provided by the Customer).

b. The Customer will have no rights to OkLabel Services.

10. OWNERSHIP AND LICENSE FOR LABEL DATA

a. The Customer acknowledges and agrees that Oklabel will be licensed to own labeled data on the OkLabel Services during the commitment period of the Order. This does not include customer input data (read more in section 12).

11. OWNERSHIP AND LICENSE RIGHTS FOR OWNED MODELS

a. Among the Parties, the Customer retains the sole ownership rights to all ownership rights and interests, intellectual property rights for any models owned by the customer.

b. OkLabel will not have any ownership rights to any models owned by the customer. Except for the models committed to allow for under a specific contract.

c. During the period defined by the Order, the Customer agrees to provide OkLabel with a global, royalty-free license for any machine learning model owned by the Customer to provide the Customer with the ability to interact with the models through OkLabel Services.

12. OWNERSHIP AND LICENSE FOR INPUT DATA

a. Among the Parties, the Customer retains the sole ownership rights to all rights and interests, intellectual property rights for Input Data.

b. Except for data created by the free Community service package, OkLabel will not have any ownership rights to Input Data. The Customer retains all rights to them, except for the rights granted explicitly in these Terms and Conditions.

13. OWNERSHIP AND LICENSE FOR OUTPUT DATA

a. Except for community data. All Intellectual Property Rights related to Output Data will belong to the Customer immediately after they are created.

b. OkLabel will not have any ownership rights to Output Data (except for the limited licenses granted under Article 14), and the Customer retains all rights to and against them, except for the rights explicitly granted in these Terms and Conditions. This does not apply to Community data.

The Customer now grants OkLabel:

  • A non-exclusive, global, irrevocable, unlimited, non-transferable license for the Agreement Period to use Output Data to provide the Customer with access to OkLabel Services as contemplated in these Terms and Conditions.
  • An exclusive, transferable, permanent, irrevocable, global license for the Agreement Period to use Output Data to allow OkLabel to monitor, analyze, and improve the performance of OkLabel Services (including improving the algorithms and machine learning models provided through the OkLabel Platform), only in a way that is anonymous so that Output Data cannot be identified by the Customer or any authorized Users.

14. OPEN DATA

a. Customers may mark all or part of their Input Data as 'Open' through the OkLabel Platform. When Customers choose to do so, they acknowledge and agree that the corresponding Open Data will be licensed to OkLabel and other users of the OkLabel Platform.

b. Customers acknowledge and agree that OkLabel and other users of the OkLabel Platform may access, copy, and process Open Data as they see fit, and that OkLabel has no control over the use of Open Data by other users of the OkLabel Platform. OkLabel will not be responsible for the collection and use of Open Data by other users of the OkLabel Platform.

15. CUSTOMER WARRANTIES AND INDEMNIFICATION

a. OkLabel will not be responsible for any loss, damage, alteration, or disclosure of any Customer-owned Models or Input Data caused by third parties.

b. Customers are responsible for maintaining backup copies of all Customer-owned Models or Input Data that exist within or depend on the OkLabel Services.

c. Customers commit and represent continuously that, during the Agreement Period:

  • Customers will have the rights, permissions, consents, and authority to transmit Customer-owned Models and Input Data to OkLabel in the manner and as described in these Terms and Conditions.
  • Customers have lawfully collected and have a lawful basis for sharing with OkLabel as contemplated in these Terms and Conditions any Personal Data contained in the Input Data or Output Data.
  • Customers will defend, indemnify, protect, and hold OkLabel and its employees and agents harmless against any Loss arising from third-party Claims arising from or relating to Customers' violation of any third-party rules.

16. DATA PROTECTION

a. The Parties are responsible for and have plans to protect any Input and Output Data according to each Party's regulations.

In the event of any inconsistency, conflict, or ambiguity between any provisions in these Terms and Conditions, the Parties shall promptly work in good faith to resolve the matter to the reasonable satisfaction of both Parties. OkLabel always desires both Parties to work together in peace.

17. THIRD-PARTY CONTENT

a. Some elements of the OkLabel Platform may allow or recommend for Customers and/or their authorized users to seek, find, store, manage, access, or use Third-Party Content.

b. Customers acknowledge that OkLabel does not warrant, represent, certify, endorse, support, or guarantee the completeness, accuracy, reliability, performance, fitness for purpose, or any other characteristics of any Third-Party Content, and OkLabel will not be responsible for examining or attempting to verify the accuracy or timeliness of any Third-Party Content.

c. Customers acknowledge that:

  • Customers and/or Customers' authorized users may need to enter into specific agreements with the owner or licensor of the Third-Party Content.
  • In the absence of related agreements, Customers and/or Customers' authorized users may not be able to access: the Third-Party Content; and/or any or all the elements of the V7 Platform that allow or enable Customers and/or authorized users to seek, find, store, manage, access, or use the Third-Party Content.

d. To the maximum extent permitted by law, OkLabel disclaims any explicit or implied terms under any form related to Third-Party Content.

e. Between Customers and OkLabel, Customers are solely responsible for:

  • Any Third-Party Content installed, used, or accessed through the OkLabel Platform.
  • Determining the suitability of any Third-Party Content for Customers' intended purpose.

18. CONFIDENTIAL INFORMATION

a. In these Terms and Conditions, "Confidential Information" means any information owned by a Party and disclosed or provided to the other Party.

b. Confidential Information does not include any of the following:

  • Is available or becomes public, except through a breach of these Terms and Conditions.
  • Is lawfully owned by the receiving Party prior to disclosure.
  • Is lawfully disclosed to the receiving Party by a third party with no restriction on disclosure.
  • Is independently developed by the receiving Party, and such independent development can be documented in writing.
  • Is required to be disclosed by law, by any court having jurisdiction, or by any regulatory or administrative agency.

c. Each Party will maintain the other Party's Confidential Information in confidence and will not disclose the Confidential Information of the other Party to any third party unless that third party is subject to an equivalent obligation of confidentiality.

d. No Party is permitted to use the Confidential Information of the other Party for any purpose other than the performance of these Terms and Conditions.

e. Each Party will take all reasonable steps to ensure that the Confidential Information of the other Party to which it has access is not disclosed or distributed by its employees in violation of the terms of these Terms and Conditions.

19. MARKETING

Customers grant permission for OkLabel to use the name and/or logo of Customers in marketing content on the website and/or in proposals and in other marketing materials.

20. STATEMENT AND LIMITATION OF LIABILITY

a. Unless specifically stated in these Terms and Conditions, the Customer acknowledges and agrees that OkLabel's services are provided on an "as-is" and "as available" basis, and OkLabel disclaims all warranties and conditions (whether explicit or implied) regarding this matter.

b. Nothing in these Terms and Conditions limits or excludes the Customer's liability to pay OkLabel any amounts due under these Terms and Conditions.

c. Under Clause 21, in no event shall either Party be legally liable to the other Party, whether in contract (including negligence), breach of statutory duty (regardless of how it arises), misrepresentation (whether innocent or negligent), restitution, or otherwise, for:

  • Any loss (direct or indirect) of profit, business, business opportunity, revenue, turnover, goodwill, or reputation.
  • Any loss or corruption of data or information (direct or indirect).
  • Any loss or legal liability (direct or indirect) under or in connection with any other contract.
  • Any loss or legal liability (direct or indirect) arising from a Party's or any third party's use or reliance on the Output Data.
  • Any indirect, incidental, consequential, or punitive damages in any form whatsoever.

d. The maximum aggregate liability of each Party (whether in contract, negligence (including negligence), statutory duty (including negligence), fraudulent misrepresentation (whether negligent or intentional), in performing these Terms and Conditions shall not exceed one thousand Canadian dollars (C$1,000) or one hundred percent (100%) of all fees paid, whichever is greater.

21. SUSPENSION AND TERMINATION

a. OkLabel may terminate any Order by providing at least thirty (30) days' prior notice to the Customer in the event OkLabel decides to discontinue providing the OkLabel Service Package.

b. OkLabel may immediately suspend the Customer's access to the OkLabel Service in the event OkLabel reasonably and in good faith believes that the Customer is in breach of any issue until the Customer rectifies the violation.

c. Either Party may also terminate any Order immediately and without any additional liability by sending written notice to the other Party if the other Party:

  • Violates a material provision of any of these Terms and Conditions that is not capable of being remedied or (if capable of being remedied) is not remedied within thirty (30) days after notice to do so.
  • Becomes insolvent or is unable to pay its debts, proposes a voluntary agreement, has a manager or receiver appointed over the whole or any part of its business or assets, is subject to a petition, order, or resolution to wind up (except for the purpose of amalgamation or legitimate financial restructuring), ceases business or declares a benefit of any statutory moratorium, ceases to trade, or has an analogous or equivalent process in any jurisdiction.

22. CONSEQUENCES OF TERMINATION OR EXPIRY

a. Upon termination or expiry of any Order:

  • The Customer shall immediately (and in any event, within not more than ten (10) business days calculated from the date of termination or expiry) pay to OkLabel any outstanding balances under the corresponding Order.
  • Any and all licenses, permits, and authorizations granted by OkLabel to the Customer and/or authorized users of the Customer under these Terms and Conditions shall automatically terminate.
  • Each Party shall immediately return all Confidential Information received from the other Party, along with all copies or provide written confirmation that all Confidential Information and copies thereof have been destroyed.

b. Any obligations relating to returning, canceling, or permanently deleting will not apply to:

  • Input Data and Output Data that OkLabel may be entitled to retain under Clauses 13 and 14.
  • One (1) copy of Input Data and Output Data that OkLabel may be entitled to retain as necessary to comply with any legal requirements, regulations, court orders, or audit content, or internal process requirements.
  • Any Confidential Information retained by OkLabel on electronic backup media created during normal course of business from which it is not easily isolated and deleted.

c. Any provisions in these Terms and Conditions, whether explicit or implied, shall remain in full force and effect beyond termination or expiration.

d. Termination of an Order does not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to recover damages for any breach of these Terms and Conditions.

23. GENERAL

a. Force Majeure. Neither Party shall violate these Terms and Conditions or be responsible for any failure to fulfill its obligations under these Terms and Conditions if such failure arises from a situation beyond their reasonable control. If a Force Majeure event lasts for three (3) months, the unaffected Party may terminate these Terms and Conditions by providing written notice within thirty (30) days to the other Party.

b. OkLabel may authorize any third party to perform its obligations under these Terms and Conditions, provided that OkLabel shall remain fully responsible to the Customer for the performance of those obligations (subject to the exclusions and limitations set out herein), and for the acts and omissions of such third party.

c. Neither Party may assign or transfer all or any rights or obligations under these Terms and Conditions (unless written consent of the other Party is obtained), and any assignment or transfer shall not be effective if done without the written consent of the other Party.

d. OkLabel may change these Terms and Conditions at any time at its sole discretion, provided that OkLabel will:

  • Publicize amended Terms and Conditions on its website.
  • Notify the Customer in writing of any significant changes to these Terms and Conditions at least ten (10) days before such changes take effect.

e. These Terms and Conditions are governed by and construed in accordance with the laws of Canada and VietNam, and the Parties under these Terms and Conditions submit to the exclusive jurisdiction of the courts with respect to all disputes arising out of or in connection with the performance or recognition of these Terms and Conditions.

f. The documentary evidence for the performance or recognition of these Terms and Conditions is the necessary and satisfactory documentary evidence according to all legal requirements to make that documentary evidence lawful and effective for all purposes. The Parties shall reasonably cooperate with each other to prepare, sign, and execute this documentary evidence. The documentary evidence for the performance or recognition of these Terms and Conditions is understood as documentary evidence in accordance with all legal requirements and records the respective agreements of the Parties.

g. Nothing in these Terms and Conditions is intended or shall be deemed to establish any partnership or joint venture between any of the Parties, make any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party. Each Party acknowledges that they act on their behalf and not for the benefit of any other person.