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Oleeo General Terms and Conditions - Issue date September 2025 

These Oleeo general terms and conditions, (“General Terms and Conditions”), apply to all services provided to the Client and set out in each Order Form or Statement of Work signed by Oleeo. 

IT IS AGREED AS FOLLOWS:

1. Definitions

“Agreement” means these General Terms and Conditions, together with any Special Terms, each Order Form and/or Statement of Work, the DPA, the SLA and any other document referred to therein;

“Agency User” means a recruitment agent of Client (or Client’s affiliates) granted limited access to the System’s functionality for the purpose of providing recruitment services to Client (or Client’s affiliates);

“AI Functionality” means any artificial intelligence-powered features and capabilities explicitly included in an Order Form, that Client orders as an add-on product to the System or Services;

“AI Terms” means the special terms that apply to any AI Functionality included in an Order Form or Statement of Work, published at:https://community.oleeo.com/p/oleeo-general-ai-terms , as amended from time to time;

“System” means the application tracking services platform of Oleeo made available by Oleeo to the Client;

"Business Day" means: (i) for a Client located in the USA a day other than Saturday, Sunday or public holiday in the United States; and (ii) for a Client not located in the USA a day other than Saturday, Sunday or public holiday in the UK;

"Business Hours" means (i) for a Client located in the USA, the hours between 9:00AM EST and 5:00PM EST on each Business Day; and (ii) for a Client located outside the USA the hours between 8:00AM and 6:00PM (UK local time);

“Candidate” means any job seeker who makes use of the functionality of the System that is publicly available via the Internet;

“Change Request” means any change to the System and/or Services which is requested by Client;

“Client” means the legal person or entity named in each Order Form or Statement of Work;

“Client Data” means the Database and all data relating to Client Users or Candidates of Client’s or their affiliates contained within the System, including all data supplied, processed, stored, derived, input, or output by or on behalf of Client, Client Users or Candidates of Client’s or their affiliates and all data generated by Client, Client Users or Candidates of Client’s or their affiliates through use of the Services or the System;

"Client Users" means Registered Users and Agency Users;

“Confidential Information” means all information of a confidential nature which relates to any party (or with respect to Client, including such information relating to Client’s affiliates) including without limitation all information which relates to the business, financial affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of any party (or Client affiliates) or information which may reasonably be regarded as the confidential information of the party disclosing it, that is directly or indirectly disclosed by or on behalf of a party to the other party; For the avoidance of doubt, Client Data (including without limitation all personal data processed by Oleeo on behalf of Client or its affiliates) shall be considered Client’s Confidential Information;

“Currency” means the currency for invoicing and payment of Fees, set out in each Order Form;

"Database" means the database of Candidate data compiled from their use of the System which a Client  is able to download from the System;

“Delivery Date” means the date from which the System or any Services are to be provided, as set out in each Order Form or Statement of Work;

“DPA” means the data processing agreement of Oleeo, published at: https://community.oleeo.com/p/data-processing-agreement  as amended from time to time;

“Effective Date” means the effective date set out in each Order Form;

"Fees" means the fees payable by Client to Oleeo for the System and Services provided under the Agreement, as set out in each Order Form; 

“Free Trial Period” means any free trial period for a Service set out in an Order Form;

“Hosting Services” means the hosting of the System by Oleeo as set out in the SLA of Oleeo published at: https://community.oleeo.com/p/service-level-agreement  as amended from time to time;

“Intellectual Property Rights" means all intellectual property or similar proprietary rights in any part of the world and shall include but not be limited to: patents (including supplementary protection certificates), utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, rights in domain names, registered designs, unregistered rights in designs, semiconductor and topography rights, copyrights and neighboring rights, database rights, rights in know-how and in each case rights of a similar or corresponding character and all applications and rights to apply for the protection of any of the foregoing;

“Implementation Services” means the development and configuration services to be provided by Oleeo as described in a Statement of Work;

“Invoicing Frequency” means the invoicing frequency set out in each Order Form;

“Line Manager User” means a Registered User who is not a Recruiter User;

“Maintenance Services” means the maintenance of the System set out in the SLA;

“Oleeo” means the Oleeo group company named in each Order Form or Statement of Work;

“Order Form” means each order form signed by the parties which together, shall be referred to as Order Forms;

“Payment Terms” means the payment terms for all Fees, set out in each Order Form;

“Product” means additional functional components of the System offered by Oleeo that are not included in an Order Form;

“Professional Services” means any consultancy or other services provided by Oleeo to Client set out in a Statement of Work or Change Request agreed by the parties;

“Recruiter User” means a Registered User who is part of Client’s (or of Client’s affiliates’) internal recruitment department;  

“Registered User” means an employee or sub-contractor of Client (or of Client affiliates) granted access to the System’s functionality;

“Renewal Term” means the renewal term set out in each Order Form;

“Services” means services to be performed by Oleeo as set out in a Statement of Work or Order Form;

“SLA” means the service level agreement of Oleeo applicable to the System which does not apply to any AI Functionality provided to the Client ; 

“Special Terms” means any additional terms, including but not limited to the AI Terms, explicitly referred to in an Order Form  that apply to add-on service(s), products or features (that are not part of the System or Services),and which are provided to the Client  in addition to the System and Services, as set out in any Order Form;

“Statement of Work” means each statement of work referenced in an Order Form;

“Subscription” means the license granted to the Client to access and use of the System or Services;

“Subscription Term” means the subscription term for the System and/or Services, as set out each Order Form;

“Support Services” means the support services provided to Client Users and Candidates for the System as set out in the SLA;

“Supported User” means a Registered User with access to Support Services.

2. Provision of Services

A.  The System and all Products, AI Functionality and Services included in each Order Form and Statement of Work shall be provided by Oleeo subject to the provisions of these General Terms and Conditions.

B.  The Hosting Services, Maintenance Services, and Support Services for the System shall be provided in accordance with the terms of the SLA, starting from the set up and delivery to Client of usernames and passwords to log in to the System.

C.  Services shall be provided in accordance with each applicable Statement of Work and shall be subject to any Special Terms applicable to the Services.

D.  AI Functionality shall be provided subject to the AI Terms. The SLA shall not apply to any AI Functionality provided..

E.  Oleeo grants the Client and Client’s affiliates a non-exclusive, non-transferable, revocable license to allow Client Users to access the System and Services via the Internet solely to manage their recruitment requirements.

F.  Client shall not store, distribute or transmit any material when using the System or Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, color, religious belief, sexual orientation, disability, or otherwise illegal.

G.  The rights provided under this Section 2 are granted to Client and Client’s affiliates only, and shall not be considered granted to other entities unless otherwise specified.

H.  Client shall not attempt to: (i) duplicate, modify or distribute any portion of the System or Services; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the System or the Services, except as may be allowed by any applicable law which is incapable of exclusion between the parties; or (iii) use the System or Services to provide services to third parties (other than Client affiliates and Candidates of Client’s and Client affiliates’); or (iv) transfer, temporarily or permanently, any of its rights under the Agreement; or (v) attempt to obtain, or assist others in obtaining, access to the System or Services.

3. Oleeo's obligations

A.  Oleeo represents and warrants that:

1. the Services will be performed in a professional and workmanlike manner, in accordance with best industry practice;
2. the System will perform in accordance with the terms of the Agreement and as may be further specified in a Statement of Work; and
3. Oleeo shall, and the System shall, comply with all applicable laws and regulations with respect to Oleeo’s activities under this Agreement; however, for the avoidance of Oleeo does not warrant that Client’s, Client Users’ or Candidates of Client’s or its affiliates’ use of the System will comply with laws applicable to them any of their business operations.

B.  The above warranties shall not apply to the extent of: (i) any non-conformance of the System that is caused by use contrary to Oleeo's instructions; or (ii) modification or alteration of the System by any party other than Oleeo or its agents.

C.  If the System does not conform to the terms of the Agreement or any specification included in a Statement of Work, Oleeo will, at its expense: (i) use commercially reasonable efforts to correct any such non-conformance; (ii) provide Client with an alternative means of accomplishing the desired performance while maintaining the features and functionality of the System; or (iii) if (i) and (ii) are not commercially feasible refund the Fees paid by Client on a pro-rated basis taking into consideration the length of time the System was used prior to termination. The foregoing remedies are Client’s sole and exclusive remedy for any breach of warranty under the Agreement.

D.  Notwithstanding the foregoing, Oleeo does not warrant that Client’s use of the System, the Services or the AI Functionality will be uninterrupted or error-free and Client acknowledges that any tests, questionnaires, or decision rules that are configured within the System, Services or AI Functionality are intended to provide a guide only to Client of the suitability and aptitude of Candidates and accordingly, Client shall be solely responsible for all decisions taken or not taken in respect of Candidates.

4. Client’s obligations

A.  Client shall:

1. provide Oleeo with: (i) co-operation in relation to the Agreement; and (ii) access to information as set out in each Statement of Work as necessary for Oleeo to provide the System and/or the Services, including, to the extent set out in each Statement of Work, but not limited to Client Data, Statement of Work information, security access information and software interfaces to the Client’s website;
    

2. comply with all applicable laws and regulations with respect to its activities under the Agreement; and
    

3. carry out all Client responsibilities set out in the Agreement or in any schedules in a timely and efficient manner.
    

B.  If Client fails to comply with its obligations under Section 4.A and Oleeo is required to repeat the provision of any services or perform additional services as a result of such failure, Oleeo shall be entitled to charge Fees at its standard rate for Professional Services set out in the Order Form on a time and materials basis; provided, however, that: (i) Oleeo shall be required to provide advance written notice of such failure to Client; and (ii) Oleeo shall provide Client with a reasonable opportunity to correct such failure before performing such additional services.

5. Client Data and Security

1. The parties shall comply with the security provisions set out in the DPA.
    

A.  Oleeo shall for the duration of the Agreement, take commercially reasonable measures to ensure the System meets the security provisions set out in the DPA.

B.  Client shall: 

1. nominate Client Users who will have access to the System and, without limiting Client’s liability for any breaches of the Agreement, Client shall be liable for their use, or misuse, of the System;
2. keep, and shall ensure Client Users keep confidential any user name and password assigned to them and shall be responsible for protecting and securing said user names and passwords and preventing, so far as possible, any unauthorized use of the System;
3. notify Oleeo of any actual or anticipated unauthorized or improper access to or use of the System reasonably known by Client, including but not limited to a Client User being or becoming affiliated with a known competitor of Oleeo, as soon as Client becomes aware of this; and
4. Oleeo reserves the right to suspend access to the System for any Client User if Oleeo reasonably believes that the continued use of the System could result in a disclosure of Oleeo’s Confidential Information; provided, however, it shall provide written notice of such suspension to Client as soon as reasonably possible after such suspension. In the event that such access is suspended for a period in excess of thirty (30) days, Client shall have the right to terminate the Agreement in relation to the System and receive a pro-rata refund of any prepaid Fees relating to the System.

6. Data Protection

A.  Each party undertakes to comply with its obligations under relevant applicable data protection laws, regulations, principles and agreements and the provisions of the DPA in relation to personal data.

7. Fees, Invoicing & Payment

A.  Oleeo shall charge and invoice the Client the Fees for access to and use of the System, Services, Products and AI Functionality during the term of the Agreement, as set out in each Order Form. 

B.  Client shall, in consideration for Oleeo performing its obligations under the Agreement, pay the Fees to Oleeo in accordance with the provisions of each Order Form.

8. Intellectual Property Rights
 

A.  Unless otherwise set out in a subsequent Statement of Work, all Intellectual Property Rights belonging to a party prior to the signing of this Agreement shall remain vested in that party.

B.  All Intellectual Property Rights in the System, Services, AI Functionality, Products and work product produced by Oleeo shall remain the property of Oleeo and/or its licensors.  

C.  Subject to the terms of the Agreement, Client hereby grants to Oleeo during the term of the Agreement, a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to access, modify, and otherwise use Client Data for the sole purpose of providing the Services, System, Products and AI Functionality, and for no other purpose. Oleeo acknowledges that Client Data is licensed, not sold, to Oleeo. Oleeo agrees that, as between Oleeo and Client, and subject to this Section 8, Client is the sole and exclusive owner of all of the right, title, and interest in and to Client Data and any modifications or improvements thereto, and in and to all associated Intellectual Property Rights therein.

9. Indemnity

A.  Oleeo shall defend Client and its affiliates, and  their directors, officers, employees, and shareholders (“Client Indemnified Parties”), from and against any and all demands, suits, claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, interest, penalties, reasonable attorneys’ fees and other expenses of litigation) and causes of action of whatsoever kind  (“collectively “Claim(s)”) arising from or incurred by reason of: (i) any infringement or alleged infringement of any Intellectual Property Right of a third party suffered or incurred as a result of or in connection with the development or use of the System and will indemnify and hold harmless Client Indemnified Parties from and against liabilities, losses, damages, costs and expenses (including, but not limited to, interest, penalties, reasonable attorneys’ fees and other expenses of litigation) (“Loss”) incurred as a result of such Claim.

B.  Client shall not be entitled to the remedy set out in Section 9.A. to the extent that the Loss results from Client’s use of the System, Services, Products or AI Functionality other than in accordance with this Agreement.

C.  Client shall defend Oleeo and its affiliates, and their directors, officers, employees, and shareholders (“Oleeo Indemnified Parties”) from and against all Claims arising from or incurred by reason of: (i) Oleeo’s use of any material provided to Oleeo by Client or Users for inclusion in the System, Services, Products or AI Functionality or otherwise under the Agreement and will indemnify and hold harmless Oleeo Indemnified Parties from and against any Loss incurred as a result of such Claim.

D.  Oleeo shall not be entitled to the remedy set out in Section 9.C. to the extent that the Losses that it has incurred or suffered are as a direct result of Oleeo using any material otherwise than in accordance with the terms of the Agreement or Client’s written instructions (including any policies, procedures or other documentation).

E.  In the event of a claim or demand covered by this Section 9, the indemnified party agrees to: (i) give the indemnifying party the sole authority in the defense or settlement (with prior written approval by the indemnified party, which shall not be unreasonably withheld) of any Claim; (ii) provide all reasonable assistance, at the indemnifying party’s expense, in any such defense; and (iii) give prompt written notice of and description of each Claim provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party was actually and materially prejudiced by such failure.

10. Limitation of Liability

A.  Oleeo and its sub-contractors shall not be liable for the accuracy of data entered into the System by Client Users or Candidates nor for misuse of the System by Client Users or Candidates.

B.  Neither party shall be liable to the other party, whether for negligence, breach of contract, misrepresentation or otherwise, for indirect or consequential damage suffered by the other party, including, without limitation, loss of profit, goodwill, business opportunity or anticipated saving.

C.  The entire liability of either party under or in connection with the Agreement whether for negligence, breach of contract, misrepresentation or otherwise, shall be limited, in respect of each event or series of connected events, to the value of the Fees paid or payable by Client to Oleeo under the Agreement during the twelve months preceding the date the event giving rise to such liability arose.

D.  Client acknowledges and accepts that the System, Services, Products and AI Functionality are intended to provide a guide only to Client and Client’s affiliates of the suitability and aptitude of a Candidate and accordingly, Client will be solely responsible for all decisions taken or not taken in respect of a Candidate.

11. Warranties
 

A.  Oleeo represents and warrants that:

1. it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under the Agreement;

2. it is the owner of, or has the authority to license use of, the System and that no third parties have any rights therein which might cause Oleeo to be unable to provide the System as contemplated in the Agreement;

3. it will use commercially reasonable efforts to ensure the System does not contain any computer viruses, worms, software bombs or similar items; and

4. it shall perform its obligations under the Agreement in a professional and workmanlike manner and in accordance with industry standards.
    

12. Confidentiality and Announcements
 

A.  Each party may be given access to Confidential Information of the other party in order to perform its obligations under the Agreement. Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;

2. was in the other party's lawful possession before the disclosure;

3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure reasonably known to the receiving party;

4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

5. is required to be disclosed by law, by any competent jurisdiction or by any regulatory or administrative body. 
    

B.  Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than in relation to carrying out its obligations under the Agreement.

C.  Each party shall ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

D.  Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 

E.  Oleeo may identify Client in a customer list and include Client’s logo on the Oleeo corporate website and in other marketing materials. Otherwise, neither party may use the other’s name, logo or other trademarks in any manner unless it has first obtained the other party's written consent.

13. Term and Termination
 

A.  The Agreement will commence on the Effective Date and will remain in effect for the Subscription Term plus any Renewal Terms, as set out in the Order Form unless terminated early by a party for cause, as set out below.

B.  Oleeo may terminate the Agreement immediately by giving written notice to Client, if Client undergoes a material change of ownership, resulting in a competitor of Oleeo (as determined by Oleeo in its reasonable opinion) obtaining effective control of Client. Client shall immediately prior to such change of ownership taking place, inform Oleeo of the fact in writing.

C.  Either party shall be entitled to terminate the Agreement immediately by written notice to the other party if:

1. the other party commits any breach of any material provision of the Agreement and fails (in the case of any such breach which is capable of being remedied) to remedy the same within 30 Business Days from receipt of a written notice specifying the nature of such breach and requiring the other party to remedy the same;
2. enters into compulsory or voluntary bankruptcy, insolvency or liquidation; or has an administrator, receiver, manager or similar official appointed over any of the property or the assets of the other party; or
3. the other party ceases or threatens to cease to carry on business.

14. Consequences of Termination
 

A.  If the Agreement is terminated for any reason whatsoever, Client shall promptly stop using the System, Services, Products and AI Functionality.

B.  Each of the parties shall, to the extent requested by the other party, destroy or delete all the other's Confidential Information under its control or in its possession, or alternatively, return the same to the other party without retaining copies of the same, and shall certify to the other party that it complied with these terms as soon as may be possible in the circumstances.

C.  Termination of the Agreement for any reason will not affect any rights and/or liabilities of either party accrued prior to such termination.

D.  Any provision which, by its nature should be reasonably understood to survive the termination of the Agreement, will not be affected by any termination of the Agreement.

15. Assignment and Sub-contracting
 

A.  Subject to the terms of the DPA, Oleeo shall be entitled to sub-contract any of its obligations pursuant to the Agreement to third parties. Notwithstanding any obligations sub-contracted to third parties, Oleeo shall remain liable to Client for the proper performance of all Oleeo's obligations under the Agreement as if it performed the obligations itself.

B.  Subject to Section 15.A, neither party shall be entitled to assign, transfer or otherwise dispose of any of its rights or obligations under the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.     

16. Conflicts between the terms of the Agreement

A.  In the event of a conflict between the terms of the documents making up this Agreement, the documents will prevail in the following order:

• AI Terms  (where applicable)
• Other Special Terms  (where applicable)
• Each Order Form and/or Statement of Work
• General Terms and Conditions
• DPA
• SLA (where applicable)

17. Dispute Resolution
 

The Agreement and all matters arising from or connected with it are governed by: (i) the laws of New York without regard to conflict of law principles where the Client is located in the USA; and (ii) the laws of England and Wales where the Client is not located in the USA and the courts of England and Wales shall have exclusive jurisdiction to deal with all claims arising under the Agreement . 

For Clients located in the USA only:
The parties agree that other than an action seeking equitable relief, all claims or disputes arising between the parties under the Agreement, will be resolved by binding arbitration conducted by the American Arbitration Association (“AAA") in accordance with the AAA’s then-current Commercial Arbitration Rules and Mediation Procedures (the “Rules”). A party initiating arbitration shall file a Demand for Arbitration with the AAA, as prescribed by the Rules. The arbitration will be held in Austin, TX before a panel of three (3) arbitrators who have at least 10 years of experience in technology licensing and such arbitration shall be confidential. Each party shall appoint one impartial arbitrator within thirty (30) days of the initiation of arbitration and if a party does not appoint an impartial arbitrator within such time, then the AAA will appoint an arbitrator on that party’s behalf. The two arbitrators thus appointed shall select the third arbitrator from the AAA’s National Roster pursuant to the Rules, and such third arbitrator will act as chairperson. The arbitrators will apply the substantive law of the State of New York without regard to its or any other conflict of laws provision. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. § 1 et. seq.  The parties will be permitted to engage in limited discovery prior to the arbitration. The parties agree that each will only be entitled to one deposition of the other’s officers, directors, employees or agents.  The parties further agree that no interrogatories shall be served and document production obligations shall be limited to documents directly and solely related to the performance of the Agreement at issue.  Following a hearing, the arbitrators shall issue a signed and dated written opinion which shall decide all issues submitted. The arbitrators shall award only those remedies which are authorized by law and requested by the parties and which the arbitrators determine to be supported by credible relevant evidence. The parties will be responsible for their own attorney’s fees and expenses, except that the prevailing party in the arbitration shall be entitled to an award of its reasonable attorney’s fees and expenses as an element of the arbitrators’ award. Unless otherwise provided by law, the cost of the arbitrators and the administrative fees of the AAA will be shared equally by the parties. Judgment may be entered on the arbitrators’ award in any court having jurisdiction.
 

THE PARTIES HEREBY EACH RESPECTIVELY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY EITHER NOW OR HEREAFTER HAVE TO SUCH JURISDICTION OR VENUE AND ANY DEFENSE OF INCONVENIENT FORUM AND ARE HEREBY GIVING UP THE RIGHT TO HAVE DISPUTES DECIDED IN CIVIL COURT BY A JUDGE OR JURY.

18. Third party Rights
 

A.  A person who is not a party to the Agreement has no right to enforce any term of the Agreement.  No third party beneficiaries are contemplated by the parties hereto. The Agreement shall be binding on the parties hereto and their permitted assigns.

19. Notices
 

A.  Any notice or other information required or authorized by the Agreement to be given by either party to the other must be in writing (which include email) to the other party at the land or email address specified in this Agreement or other address/email address provided in writing to the other party.

B.  Notices shall be deemed given two Business Days after the date of mailing, or in the case of notice given by email, at the time stated in a successful email delivery report. Oleeo’s notices should be provided to Charles Hipps, Chief Executive Officer notices@oleeo.com

C.  or 5-7 Bridgeworks, The Crescent, London, SW19 8DR, UK. Client’s notices should be provided to the email and postal address provided on the Order Form.

20. General
 

A.  These General Terms and Conditions along with each Order form and Statement of Work, the Special Terms, DPA, SLA and any other document referred to therein, constitute the entire agreement between the parties with respect to the matters contained therein and may only be modified in writing by authorized representatives of each party. However, Oleeo reserves the right to change the Special Terms, the SLA and the DPA in order to reflect changes in the System, Services, Products or AI Functionality upon giving the Client 30 days notice via email. If the Client continues to use the System or affected Services, Products or AI Functionality upon expiry of such 30 day period, the Client shall be deemed to have accepted the changes thereafter.

B.  A failure to exercise or delay in exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.  No single or partial exercise of a right or remedy provided by the Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

C.  In the event that any provision of the Agreement is held to be invalid or unenforceable, such provision will be deemed to have been severed from the Agreement, while the remainder of the Agreement will remain in full force and effect.

D.  Except where the Agreement provides otherwise, the rights and remedies contained in the Agreement are cumulative and not exclusive of rights or remedies provided by law.

E.  The parties are independent contracting parties and nothing in the Agreement will make either party the employee, agent or legal representative of the other for any purpose. The Agreement does not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

21. Insurance

Oleeo confirms that it has and shall maintain for and during the term of the Agreement all necessary insurance in place with reputable insurers to cover its potential liabilities under the Agreement.