ANGO AI MASTER DATA LABELING AGREEMENT v3.0
The following agreement (together with any additions terms on each Executed Purchase Order as defined below, the “Terms” or “Agreement”) is entered into between Ango Yapay Zeka Teknoloji Anonim Şirketi, registered with the Ankara Trade Registry under the registration number 454172 with its registered address at Mustafa Kemal Mah. Dumlupınar Bul. No: 280G İç Kapı No:1260 Çankaya/Ankara, Turkey (“Ango AI”) and the Customer; and shall be legally binding on the Parties hereto, as of the Effective Date. In the event of a conflict between these terms and conditions and any Purchase Order, exhibits or attachments hereto, the applicable Purchase Order shall control and prevail.
The real person accepting these Terms on behalf of the Customer represents and warrants that: (i) he has the right, full legal authority and capacity to bind the Customer with these Terms, (ii) he read and understood these Terms and (iii) he agrees, on behalf and on the account of the Customer, to be legally bound by and become a party to these Terms.
The Customer agrees to be a party to these Terms by executing or agreeing otherwise at least one Purchase Order that references and incorporates these Terms.
Now, therefore, in consideration of the mutual promises of the Parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1. Interpretation. Where these Terms use the word “including,” it means “including without limitation,” and where the word “includes,” is used, it means “includes without limitation.” Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. The headings used in these Terms and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. References in these Terms to articles and other subdivisions are to those parts of these Terms. The Parties have each participated in settling the terms of this Agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply in interpreting this Agreement.
1.2 Definitions. The following words shall have the corresponding meaning in these Terms, its annexes, Purchase Orders, Executed Purchase Orders, or any other communication, either oral or in writing, between the Parties:
2.1 Services. The Services offered by Ango AI, alongside any special terms applicable to such Services are listed in explained in the annexes to these Terms, which are inseparable from, and a part of these Terms. Ango AI represents and warrants that it has the necessary knowledge, skills, experience, qualifications, rights and resources to perform the Services; and that the Services will be performed consistent with applicable generally accepted industry standards and in a professional and workmanlike manner.
2.2 Purchase Orders. The Customer shall send Ango AI a purchase order in the form determined by Ango AI (“Purchase Order”), identifying the specifications of its requests. The Customer’s choice of Services shall be referred to in the Purchase Order. In case of no referral to a specific Service, the Parties agree that Essential Data Labeling Services will be rendered for the Customer. Upon being accepted by Ango AI, Purchase Orders shall be deemed as “Executed Purchase Orders” within the scope of these Terms.
2.3 Data Labelers. The Customer acknowledges and accepts Ango AI’s usage of freelancers alongside its own personnel (“Data Labelers”) during the rendering of the Services. Ango AI shall be, and continue to be, liable for the performance of the Data Labelers in the course of the rendering of the Services.
2.4 Project Status. Ango AI will provide the Customer information and updates as the Customer may reasonably request in relation to the progress of the Services and any Service Output. Ango AI shall make itself available via Ango Hub, for purposes of reviewing the status of the Services or any Service Output upon reasonable notice and at a time mutually agreed by the Parties.
2.5 Delivery. Ango AI’s delivery of the Service Output as envisaged in the Executed Purchase Order to the person or digital address designated by the Customer shall be due delivery. Ango AI shall not be liable to the Customer for any errors or delays in the Services caused by errors, delays, failure, unavailability, downtime or access issues with respect to any Customer Property.
2.6 Ango Hub. Ango AI may utilize a virtual platform (“Ango Hub”) in order to conduct the communications and data transfers subject to this Agreement. In cases of utilizing Ango Hub, Ango AI may require the registration of an account, where the Customer shall provide Ango AI certain information for the purposes of account creation. The Customer hereby represents and warrants that all required registration information submitted is accurate and that the accuracy of such information will be maintained throughout the existence of the account. The Customer account may be deleted upon the termination of these Terms. The account may be suspended in accordance with Article 5.2 below.
Ango AI may, at its sole discretion, upgrade or modify Ango Hub. Such upgrade or modification will be notified to the Customer as soon as practical via Ango Hub.
2.7 Documentation. Ango AI may provide documentation for the usage of the Services or the Ango Hub.
2.8 Utilization of Services. Subject to the provisions of these Terms, Ango AI grants the Customer a worldwide non-sublicensable, non-transferable and non-exclusive license to access the Services and Ango Hub solely for the purposes envisaged in the Executed Purchase Order. Upon the request of the Customer, Ango AI may authorize multiple Customer employees to access Ango Hub (“Authorized Personnel”) provided that such employees agree to be bound by these Terms. The Customer shall be liable for each Authorized Personnel’s usage of Ango Hub. The Customer may not permit sharing of Authorized Personnel accounts and passwords.
2.9 Unauthorized Access. The Customer will not use or make available Ango Hub or Services enabling any person and entity other than its Authorized Personnel access to Ango Hub or the Services (“Unauthorized Access”). Ango AI will demonstrate all reasonable efforts in maintaining the security and integrity of the Accounts. However, Ango AI shall not be liable for the loss incurred due to an Unauthorized Access which cannot be attributable to Ango AI’s negligence or willful misconduct. The Customer shall be liable for all Account activity, irrespective of whether Ango AI has not authorized such persons’ access. In the case of a detection of Unauthorized Access, the Customer shall notify Ango AI as soon as practically possible.
2.10 Compliance. Ango AI is not liable for the lawfulness of the utilization of the Service Output and any other service it may provide to the Customer. The Customer undertakes that it shall utilize the Service Output or any other service Ango AI may provide in line with applicable laws and regulations. The Customer shall not use the Service Output in a manner that violates any third party rights. The Customer is liable for any legal, administrative or criminal liability which may arise due to the Customer’s infringement of this undertaking; and waives, to the largest extent permissible under applicable law, any right to recourse to Ango AI. The Customer or Authorized Personnel shall not access or use Services in a US embargoed country or in violation of any US export law or regulation.
2.11 Third Party Components. Third Party Components are not under Ango AI’s control and the Customer hereby acknowledges that Ango AI is not responsible or liable for the operation, content, functions, accuracy, legality, appropriateness, or any other aspect of such Third Party Components. Ango AI’s representations and warranties shall not apply to Service Output produced in cases where the Customer has utilized a Third Party Component during its access to Ango Hub, nor shall the provisions pertaining to defect in Article 3.3 below.
3 RAW DATA AND SERVICE OUTPUT
3.1 Raw Data. The Customer shall collect and transfer the data which shall be subject to data labeling services (“Raw Data”). The Customer represents and warrants that it has the required rights, licenses and permit to collect the Raw Data, and transfer Raw Data to Ango AI, and that neither the collection or transfer of the Raw data infringes any third party rights. To such end, the Customer will obtain and maintain any required consents necessary to permit the processing of Raw Data under these Terms. Ango AI reserves the right to assess the compliance of the collection or transfer of Raw Data, and suspend the Services in cases of infringement of third party rights. Unless otherwise stated in the relevant Purchase Order, the Customer warrants that the Raw Data does not include any Personal Data. The Customer will not transfer any Raw Data which includes Personal Data without entering into an additional agreement.
3.2 Service Output. Ango AI shall transfer the labels, information and similar output generated from Raw Data as a result of the rendered services (“Service Output”) to the Customer, in accordance with the deadlines envisaged in the applicable Executed Purchase Order. The usage of the Service Output shall be in compliance with all applicable laws and regulations.
4.1 The Customer is prohibited from conducting the following:
i. Directly or indirectly, create, develop or otherwise imitate a similar or competing product or service;
ii. copy, reproduce, distribute, republish, download, display, post, transmit, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms used in the Ango Site or while rendering the Services, including but not limited to any aspect of Ango Hub (all copyright and other proprietary notices on the Ango Site and Ango Hub must be retained at all times);
iii. use Services in activities where the failure of the AI technology may cause bodily injury or death to a person, animal, or any other ecological element;
iv. modify or create derivative works of the Services, the underlying software or any property belonging to Ango AI;
v. license, sell, resell, rent, license, transfer, assign, distribute, host, copy, rent, lease, distribute, time-share or otherwise commercially exploit Ango Hub or the Services; or otherwise use Ango Hub or the Services for the benefit of a third party;
4.2 You undertake to ensure and represent that your workstation, desktop, computer, mobile, or any object you use to access or operate the tools is free of any malware, viruses, corruption, or other security risks and bear the responsibility for the same.
5.1 Term. This Agreement shall commence upon the Effective Date and shall continue in full force and effect during the Term or until it has been terminated pursuant to the terms of this Agreement. After the Term, the term of this Agreement shall automatically renew for 1 additional year, unless either Party gives the other Party a notice of non-renewal at least thirty (30) days before the end of the Term.
5.2 Suspension. Ango AI may suspend the Customer’s access to Ango Hub, or suspend the rendering of Services in the following circumstances:
i. The Fees envisaged in Article 10 are past due, provided that Ango AI provides a five days prior notice pertaining to suspension;
ii. Violating the restrictions envisaged in Article 4;
iii. Customer knowingly permits, or fails to notify (where applicable) Ango AI of an Unauthorized Access in line with Article 2.10;
iv. In cases where Ango AI reasonably believes that the provision of the Services or the content of the Raw Data infringe a third party’s rights, subsequent to inquiring to the Customer regarding the supposed infringement;
v. The use of Services poses a security risk, violate Ango AI’s declared policies, or adversely effect Ango AI’s technical infrastructure; or
vi. The Customer or any of the Authorized Personnel violate these Terms.
5.3 Ango AI reserves the right to suspend the right to access Ango Hub or the rendering of Services in cases where a Third Party files a reasonable compliant alleging the infringement of its copyrights, as well as the right to terminate this Agreement if the Customer or any of its Designated Users repeatedly infringe Third Party rights.
5.4 Termination. Either Party may terminate this Agreement or any Purchase Order in cases where (i) the other Party is in material breach of this Agreement and fails to cure that breach within ten days after receipt of notice, or (ii) the other Party ceases its business operations, becomes insolvent, makes any assignment for the benefit of creditors, files for liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
5.5 Ango AI may terminate any Purchase Order where a Third Party files a reasonable claim alleging the infringement of its copyrights, and the Customer fails to provide reasonable justifications as to the rightful use of the media subject to the Third Party claim. Ango AI may terminate this Agreement if the Customer’s Account has been suspended for more than 15 days.
5.6 The Customer may terminate this Agreement with a 15 days notice if it does not wish to comply with Amendments made pursuant to Article 15.
5.7 Without prejudice to the provision of this Article 5 any Party can terminate this Agreement by giving a 30 days prior notice.
5.8 Effects of Termination. In case of any Party terminating this Agreement due to any reason, Ango AI shall be entitled to the Fee corresponding to the Services it has rendered until the termination date, irrespective of whether the delivery of the relevant Service Output has been made prior to the termination date or not.
5.9 For the avoidance of doubt, Ango AI shall deliver the Service Output it has produced until the termination date to the Customer subsequent to the Customer’s payment pro-rata the completed Services. The Parties agree to use commercially reasonable efforts to cooperate in good faith following any such termination to facilitate the orderly transition and conclusion of a project. Termination of these Terms will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination or expiration relieve Customer of its obligation to pay all fees and charges that accrued prior to such termination.
5.10 Survival. Article X, X, X shall survive expiration or termination of these Terms.
6 INTELLECTUAL PROPERTY
6.1 Without prejudice to any foregoing provision, the Customer shall retain ownership over the Raw Data and the Service Outcome.
6.2 The Customer hereby authorized Ango AI to display, share, transfer, modify and make derivative works of the Raw Data solely for the purposes of producing the Service Outcome.
6.3 Ango AI shall retain ownership over the Services and Ango Hub.
6.4 With the execution of a Purchase Order which incorporates these Terms by way of reference, Ango AI grants the Customer a worldwide, non-exclusive and non-transferable license for it to access and use Ango Hub and the Services for its internal business purposes during the Term. For the avoidance of doubt, authorization of Authorized Users does not constitute a violation of this Article, provided that the authorization procedures envisaged in Article 2.9 are adhered to.
6.5 Other than the licenses expressly stated to be provided, these Terms do not grant the Customer any license on Ango AI’s intellectual or industrial property rights, nor does it contain any provision as to the transfer, or the undertaking to transfer Ango AI’s intellectual or industrial property rights.
7 PRODUCT AND SERVICE IMPROVEMENT
7.1 Ango AI may internally use and modify the Raw Data, Service Output and collect statistics for the purposes of generating Aggregated Data and use such Aggregated Data for its own business purposes; including the improving, testing and operating Ango AI’s products and services and distributing reports about Ango AI’s products and services.
7.2 “Aggregated Data” shall mean data submitted to, collected by, or generated by Ango AI in connection with Customer’s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to the Customer. For clarity, Aggregated Data shall not include any Raw Data or Service Output that can be linked specifically to Customer in any way.
8.1 For the purposes of this Article 9, “Confidential Information” shall mean all non-public information including but not limited to the financial, legal or tax related information, business plan, improvement strategies, business conduct, product information and specifications, design, trade secrets and information documents belonging to any Party or any of these generated by way of utilizing Confidential Information or documents and files which may be deemed to be confidential due to their nature including those with confidential analyses regardless of the method of storage and custody, which have been provided access or have been disclosed; and are in writing, communicated orally, electronically, in a web-site based manner, digitally or communicated on any other medium including files, flash disks, computers disks and casettes, hard-disks and can be read by any machine or user. Without limitation, these Terms, Purchase Orders, Executed Purchase Orders, Raw Data and Service Output shall be deemed as Confidential Information.
8.2 Both of the Parties accept that they will have access to Confidential Information belonging to the counter-Party. Each Party agrees to protect the other’s Confidential Information with the same standard of care such Party uses to protect its own Confidential Information, but in no event with less than a reasonable standard of care.
8.3 The Parties undertake that their directors, authorized officials, contractors, consultant, counsel, employees and representatives will also comply with the duty to keep confidential as outlined under Article 6.1 herein.
8.4 The Parties may disclose Confidential Information in the following cases: (i) the bona fide disclosure made by a Party to its related party or professional consultant, contractor or accountant acting on behalf of the Party, which, in any scenario, is bound by professional non-disclosing rules; (ii) cases in which the disclosure is required by applicable law; and (iii) in cases where the Confidential Information has become public knowledge due to reasons other than the disclosing Party’s negligence.
9 FEES AND PAYMENT
9.1 Ango AI shall be entitled to the fee, as envisaged in the Executed Purchase Order (the “Fee”).
9.2 The currency of payments shall be determined in the Executed Purchase Order. Paid fees are non-refundable except as set forth in these Terms and are not subject to set-off.
9.3 Ango AI shall invoice the Customer monthly, and issued invoices shall be paid 15 (fifteen) days as of the receipt of the invoice.
9.4 The Customer must dispute any invoiced Fee within eight (8) days of invoice receipt. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law). In cases where the Fee is past due, Ango AI may suspend the Services pursuant to Article 5.2.
9.5 Unless stated otherwise in the Executed Purchase Order, any payable amounts are exclusive of all taxes, including value-added taxes, duties, withholdings, etc. The Customer is responsible to pay the taxes associated with the rendering of the Services. The Fee shall be paid without any reduction for taxes. In cases where Ango AI is required by applicable law to collect or pay taxes, the taxes will be invoiced to the Customer, unless the Customer provides a valid tax exemption certificate.
9.6 In cases where the Executed Purchase Order contains any provision that is in contradiction with any provision of this Article 9, the Executed Purchase Order provision shall prevail, but only for the Fee arising from the rendering of the Services envisaged in the Executed Purchase Order in question.
10.1 Defects. During the rendering of the Services, defect shall primarily mean non-compliance of the Service Output with the data label quality ratio envisaged in the Executed Purchase Order (“Defect”). The Customer shall conduct an investigation on the Service Output for the detection of any Defect within 1 (one) month of the delivery thereof and notify Ango AI in the event of any detection of Defect (“Defect Notification Period”). Ango AI is not responsible or liable for any Defect which the Customer has not notified to Ango AI within the Defect Notification Period, excluding those resulting from Ango AI’s gross negligence or willful misconduct. The Customer shall request the repairing of the Defect free of charge, provided that such is notified to Ango AI within the Defect Notification Period. The Customer accepts and declares that it shall not direct Ango any claim in cases where the Defect is a result of the Customer’s directives, in spite of Ango AI’s suggestions not to proceed in the directed manner, or as a result of any other reason attributable to the Customer.
10.2 Ango AI undertakes establishing the required security infrastructure and taking all reasonable technical and administrative precautions for preventing any collective and illegal acquisition of Raw Data or Service Output without the consent of the Parties which results in damaging the integrity of the Raw Data or the Service Output (“Material Data Breach”). For the avoidance of doubt, Ango AI does offer Services in which it undertakes the prevention of any data breach, in spite of it being qualified as a Material Data Breach or not.
11 LIMITATION OF LIABILITY
11.1 Neither Party shall be liable to the other Party for indirect, incidental or consequential damages, including but not limited to the lost profits or revenue, lost savings, loss of use, and business interruption. Excluding the Customer’s payment obligations, neither Party’s shall liable for any penalty, compensation, indemnification or other payment obligation under any contract, negligence, strict liability, or other legal or equitable theory exceeding the amount the Customer has paid Ango AI (exclusive of taxes) in the past 12 months preceding the claim. starting from the occurrence of the event which is claimed to give rise to liability. Ango AI’s prices reflect this allocation of risks and this limitation of liability provision.
12.1 Any notification made pursuant to or under these Terms shall be made in writing. Notifications made pursuant to these Terms can be conducted in electronic mail. Notifications shall be deemed duly given:
i. When received if personally delivered;
ii. When receipt is electronically confirmed, if transmitted by e-mail as verified by written or automated receipt or by electronic log (as applicable);
iii. and upon receipt, if sent by certified or registered mail (return receipt requested).
12.2 Any notification made to the Customer shall be made to the address, electronic mail address and to the attention of the person, all as outlined in the Purchase Order. In case such details are not provided with the Purchase Order, the electronic mail address which has delivered Ango AI the Purchase Order shall be deemed the Customer’s communication address.
12.3 Any address notified to the other Party concerning its new address, electronic mail address, or contact person with a 5 days prior written notice shall be such Party’s notification new address, electronic mail address or contact person for the purposes of this Agreement. Failing to notify the other Party of the new address, the Party whose address has changed cannot claim non-receipt in cases where delivery to the previously designated address is duly made.
12.4 Any notification or other communication made to Ango AI shall be made to the following address, electronic mail address and to the attention of the following person:
Address: ODTÜ TEKNOKENT Bilişim İnovasyon Merkezi Mustafa Kemal Mahallesi Dumlupınar Bulvarı 280/G Zemin Kat Çankaya/Ankara
Attention: Gökhan Urul
12.5 The Parties hereby consent to receive communications from the other Party in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that any Party provides to the other Party electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
13 MARKETING ACTIVITIES
13.1 Ango AI may disclose the Customer’s name, full trade title, logo and the existence and subject of the entry to this Agreement provided that prior approval of the Customer is obtained (which approval shall not be unreasonably withheld or delayed) for marketing purposes through all media. Ango AI does not need approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. The Customer may revoke Ango AI’s right to use its brand features under this Article with a written notice and a reasonable period to stop the use.
14 FORCE MAJEURE
14.1 In the occurrence of an event unforeseeable by the Parties and which is outside the boundaries of any Party’s control which cannot be prevented by reasonable measures and which occur in extraordinary circumstances such as strikes, riots, war, acts of terrorism, acts of God, invasion, fire, explosion, floods, and acts of government or governmental agencies or instrumentalities (“Force Majeure Event”); and where such occurrence is preventing, partially or wholly, for a provisional time or indefinitely, a Party’s fulfillment of its obligations under this Agreement; non-fulfillment of such obligations shall not constitute a violation of this Agreement provided that the Party seeking to delay its performance gives the other written notice of any such Force Majeure Event 15 days or as soon as practicable (whichever is shorter) after the discovery, and further provided that such Party uses its good faith efforts to overcome the Force Majeure Event (and, in any event, such Party will begin or resume performance as soon as practicable after the Force Majeure Event has abated).
15.1 Ango AI may update these Terms unilaterally from time to time (“Amended Terms”). The updates to these Terms shall be effective as of their publication. Ango AI undertakes notifying the Customer of the amendments made in each update 30 days prior to its publication (“Amendment Notification”).
15.2 Amendment Notifications shall, at Ango AI’s own expense, be drafted by Ango AI’s legal team and shall include explanations and justifications for the amended provisions. Amendment Notifications shall be sent to the Customer by sending an email to Customer’s primary point of contact.
15.3 In cases where amendments are obligatory by law, due to changes in applicable laws and regulations or the interpretation thereof; the Amended Terms shall be effective immediately, and Ango AI shall only be required to send an Amendment Notification 1 (one) day prior to publication.
15.4 By continuing to use the Services or sending new Purchase Orders, the Customer agrees to be bound by the amended Terms. Except for the amendments which are obligatory by applicable law, the Amended Terms shall not have retrospective effect. In cases where the Customer does not wish to be bound by the Amended Terms, it may terminate this Agreement within 15 days of receiving the Amendment Notification.
15.5 For the avoidance of doubt, unless the Customer approves the application of the Amended Terms, and provided that the amendments in question are not required by applicable law; Executed Purchase Orders shall continue to be subject to the Terms which were in effect at the date of the execution of the Executed Purchase Order in question. However, Purchase Orders sent to Ango AI after any publication shall be subject to the Amended Terms.
16 FINAL PROVISIONS
16.1 Applicable Law. This Agreement and all matters arising out of or relating to this Agreement, are governed by and construed in accordance with Turkish law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
16.2 Dispute Resolution. The Parties shall initially attempt solving disputes through amicable discussions. Prior to initiating formal procedures, Ango AI and the Customer agree to try to resolve the dispute by providing a notice to the other Party and having its authorized executives attempt to resolve the dispute in amicable ways. After fifteen (15) days, either party may bring a formal proceeding. Any dispute which could not be resolved in amicable ways shall be finally settled through arbitration under the Istanbul Arbitration Centre Arbitration Rules. The place of the arbitration shall be Istanbul, Turkey. The language of the arbitration shall be English. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of Intellectual Property Rights infringement without first engaging in the informal resolution process described above. Without limiting the foregoing, for the purposes of injunctive relief, the courts sitting in Istanbul, Turkey shall have proper and exclusive jurisdiction and venue related to the subject matter of this Agreement.
16.3 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter. In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this agreement. Executed Purchase Orders are hereby incorporated into this Agreement by reference.
16.4 Non-Solicitation. To the extent permitted by applicable law, without the other Party’s express written consent, neither Party shall, during the Term of these Terms and for two (2) years after their expiration or termination, solicit for hire, as an employee or independent contractor, any of the other Party’s personnel directly involved in performing or receiving the Services.
16.5 Relationship. The Parties are independent contractors. These Terms do not create, or cannot be construed as creating, any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to these Terms. Provided that Ango AI complies with its confidentiality obligation, nothing in these Terms or any Executed Purchase Order shall be construed as limiting in any way the right of Ango AI to provide goods and services of any kind to any entity.
16.6 Severability. In case any provision of this Agreement is deemed invalid or is annulled, this shall not affect the validity of other provisions.
16.7 Suggestions. The Customer may send Ango AI any feedback, comments, ideas, suggestions or general complaints (“Suggestions”) it may have regarding the rendering of Services. Such suggestions or complaints shall be sent to Ango AI’s electronic mail address as defined under Article 13. In cases where the Customer provides Ango AI with Suggestions, Ango AI may use, modify, and incorporate into Ango AI’s products and services without obligation to the Customer.
16.8 Assignment. The Parties can not assign any of their rights or liabilities arising out of or in connection with this Agreement or any Executed Purchase Order to any other person or entity without the prior consent of the other Party. However, rights and liabilities arising out of or in connection with this Agreement or any Executed Purchase Order may be assigned to the assignor’s Affiliate or to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of these Terms and all Executed Purchase Orders and all past due fees are paid in full, except that the Customer shall have no right to assign rights to a direct competitor of Ango AI. This Article 16.8 does not prohibit Ango AI from rendering the Services by way of utilizing freelance labellers.
16.9 Counterparts. These Terms have been drafted in English. In cases where multiple Terms in different languages have been provided and where there is a discrepancy between the English text and the translated text, the English text shall prevail. These Terms, or any Purchase Order may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instruments. These Terms and Purchase Orders may be executed electronically.
16.10 Waiver. In cases where any Party does not utilize any of its rights envisaged in this Agreement within a specific timeframe, such shall not be construed as to constitute a waiver of the right to utilize such right. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any waiver by any Party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance.
16.11 Cumulative rights and remedies. The rights envisaged herein are of cumulative nature, and do not restrict other rights or legal remedies. All of the rights, authorizations and remedies are an addition to the Parties’ already existing rights, authorizations and remedies and do not restrict those envisaged herein and may be used collectively or as the Party deems necessary.
16.12 Evidence. Data, documents and information safeguarded by the Parties shall be used as exclusive evidence in case of any dispute between the Parties.