1. COMMERCIAL RELATIONSHIP

Nothing in this contract creates an employer-employee relationship between the Parties. Absence of Partnership: Both parties enjoy complete and full business autonomy, and therefore, they are independent parties, so neither this Agreement nor any element thereof shall constitute or be considered as constituting a partnership, agency, or joint venture between the Parties entering into this Agreement. None of the Parties shall be deemed as the agent or partner of the other for any purpose whatsoever, and none of the Parties shall have any authority or power to bind the other or to contract on behalf of or create liability for the other. Likewise, it is expressly understood and agreed between the parties that the directors, officers, agents, employees, contractors, and/or subcontractors of the Partner are exclusively the directors, officers, agents, employees, contractors, and/or subcontractors of the Partner and shall not be considered directors, officers, agents, employees, contractors, and/or subcontractors of HUMAND, lacking any connection, right, claim, or action related to or in any way connected to HUMAND, and vice versa.

2. INDEMNITY

Each Party agrees to hold harmless the other Party, its respective affiliates, officers, agents, employees and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, sanctions, punitive damages, expenses, reasonable legal fees and costs of any kind or amount resulting from the negligence or breach of this Agreement by the indemnifying party, its respective successors and assigns arising in connection with this Agreement. Such liability shall be limited to the maximum amounts agreed upon with the referenced customers. This section remains in full force and effect even after termination of the Agreement by its natural termination or early termination by either party.

3. LIMITATION OF LIABILITY

Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement, such as, but not limited to, loss of revenue or loss of profits or loss of business, delay costs, or delivery failure, that are not related to or the direct result of negligence or breach by a party.

4. PARTIAL INVALIDITY

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement

5. CONFIDENTIALITY

Any and all oral or written information that one Party discloses to the other and/or that representatives, advisors, officials, and/or other employees of one Party disclose to the other (including, but not limited to, plans, deeds, financial and accounting data, business plans, budgets, commercial strategies, customer and user information, data, permits, authorizations, specifications, proprietary designs) shall be considered ‘Confidential Information.’
Confidential Information may take the form of writings, drawings, data, proposals, financial information, and any other specific information concerning the business under consideration. Likewise, Confidential Information may be oral, visual, or demonstrated, or presented in any other non-permanent format. In such cases, it will not be labeled as confidential but will still be treated as such.
The receiving Party of the Confidential Information shall: (a) keep the Confidential Information of the disclosing Party private and confidential; (b) treat and protect the Confidential Information from unauthorized use, dissemination, or disclosure with the same care as it uses to treat and protect its own confidential information, employing no less than reasonable care; (c) restrict the disclosure of the Confidential Information to the officials and employees of such Party whose work requires knowledge of the Confidential Information and to legal advisors and special advisors that such Party has currently engaged or will engage in the future; (d) use the Confidential Information exclusively for the purposes of this Agreement; and (e) not decrypt, reverse engineer, create derivative works or works based on, or disassemble or modify the Confidential Information without the express written authorization of the disclosing Party.
The Parties shall notify their officials, employees, representatives, and/or advisors, as well as anyone who may have access to the Confidential Information, of the terms established in this Agreement, and shall be responsible for any breach of this Agreement by the same.
The receiving Party of the Confidential Information agrees not to use it to compete with the other Party or its business, or otherwise harm them.

6. INTELLECTUAL PROPERTY

During the term of this Agreement, HUMAND grants the Partner a non-exclusive, non-transferable license to use and display the trademarks, service marks, trade name logos, and other identifiers (“Marks”) of the Company only in connection with the marketing and promotion of the Products as authorized below. The Partner acknowledges that HUMAND owns all rights, titles, and interests in and to the Marks. The Partner shall not, at any time during the term of this Agreement or thereafter, directly or indirectly dispute or challenge HUMAND’s right and title to the Marks or their validity, nor shall it assist any third party in doing so. The Partner shall not apply for or register the Marks or any confusingly similar trademark or service mark during the term or thereafter. The Partner acknowledges that it shall not acquire any rights in the Marks below, except for the license granted herein. All goodwill arising from the Partner’s use of the Marks shall inure to the benefit of HUMAND, and HUMAND shall own all trademark and service mark rights, if any, in the Marks created by such uses.
The Parties agree that all intellectual property rights in HUMAND’s Products belong exclusively to HUMAND. The Partner shall not make any claims regarding HUMAND’s Products, nor shall the Partner make such claims regarding ideas, suggested modifications to the products, or any other information or materials provided by the Partner (“Work Product”) resulting from the Partner’s services under this Agreement. The Parties agree that such Work Product shall be considered ‘work for hire’ and shall therefore be exclusive to HUMAND and/or automatically assigned to HUMAND. The Partner agrees to promptly execute any necessary documents for HUMAND to perfect its rights in such Work Product.

7. JURISDICTION

This Agreement shall be governed and construed in accordance with Argentine law, excluding any rules that refer to the application of foreign law. Any dispute arising from this Agreement shall be submitted to the jurisdiction of the courts of Buenos Aires, Argentina, to the exclusion of any other jurisdiction that may be applicable to the Parties, to which they hereby renounce.

8. FACULTIES OF HUMAND

HUMAND will decide at all times the amounts requested from clients as compensation for the services provided by HUMAND to said clients. Likewise, HUMAND reserves the right to unilaterally modify these terms and conditions, and must notify the Partner in the event of any modification.