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.
a. The following definitions apply to these Terms and Conditions:
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.
a. Unless terminated early under the terms of Section 22, an Order shall:
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.
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.
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.
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:
a. Pursuant to Article 18, OkLabel commits that during the term of the contract, OkLabel's Services will:
b. Pursuant to Article 8.1 does not apply in the following cases:
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:
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:
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.
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).
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.
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.
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. 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.
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:
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.
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:
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:
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:
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.
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.
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:
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.
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:
a. Upon termination or expiry of any Order:
b. Any obligations relating to returning, canceling, or permanently deleting will not apply to:
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.
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:
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.