Our terms of use

 

Effective date: These Terms of Use are effective August 1st, 2022

Thank you for doing research together with Laterite!

 

Article 1. Identification

Laterite BV (“Laterite”, “we”, “our” or “us”) is a data, research and analytics firm, registered in the Netherlands, with registration number (KvK number) 69759103, VAT number NL858000118B01, and located at Unit 104, 2 Overhoeksplein, 1031KS, Amsterdam.

These Terms of Use apply to our site: https://www.laterite.ai (“the Site“).

Article 2. Definitions

The Site: the https://www.laterite.ai website operated by Laterite BV

Our Services: refers to all the services or applications we offer on the https://www.laterite.ai website

The Terms: All policies, guidelines or agreements  (including without limitation our Privacy Policy and Cookies policy) that govern our website. These are collectively referred to as the “Terms”.

Your Information: refers to all the information we collect from you when you register or visit https://www.laterite.ai, whether personal data or not

Personal Data: means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).

Input Data: refers to the text or other data that you upload or submit while using the applications on https://www.laterite.ai

Usage Data: data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

Cookies: small pieces of data stored on your device (computer or mobile device).

Data Controller: the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed. For the purpose of this Privacy Policy, we are a Data Controller of your Personal Data.

Data Processors (or Service Providers): any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.

Data Subject (or User): any individual who is using our Service and is the subject of Personal Data.

Confidential Information: Laterite’s and its affiliates’ algorithms, software, models, and systems, or other business information are collectively referred to as “confidential information”.

Disputes: A dispute, claim, or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof, are collectively referred to as “Disputes”.

Article 3. The purpose of the Terms of Use

The applications we offer on https://www.laterite.ai are part of a subscription service targeted at researchers (specifically researchers in the social sectors). Our goal is to offer researchers applications that will help them accelerate the process of developing surveys and analyzing quantitative or qualitative data. Many of our Services are based on artificial intelligence models, in particular natural language processing models. Although these models are probabilistic and can be error prone, they also offer researchers new ways to accelerate the analysis of text and data.

By accessing or using Laterite products and services, or associated software of tools developed by Laterite and its affiliates (our “Services”), you agree to be legally bound by and comply with the following terms, as well as any referenced policies, guidelines or agreements (including without limitation ourPrivacy Policy and Cookies policy). These are collectively referred to as the “Terms”. These Terms are entered into with Laterite BV (“Laterite”, “we”, “our” or “us”). You understand that Laterite may change these Terms or suspend or terminate your use of the Services at any time. We will post notice of changes to the Terms on our website. Your continued use of the Services after any changes to these Terms means you agree to the changes.

Article 4. Registering and Accessing our Services

(a) Accepting the Terms. You may not use the Services and may not accept these Terms if (i) you are not of legal age to form a binding contract with Laterite, or (ii) you are a person barred from using or receiving the Services under the applicable laws of the Netherlands or other countries including the country in which you are resident or from which you use the Services.

(b) Authority. If you are using our Services on behalf of a person, company or entity, then you are agreeing to these Terms for that person, company or entity (in which case, the terms “you” and “your” in these Terms refer to that person, company or entity), and you represent and warrant that you have full legal authority to accept these Terms on behalf of that person, company or entity.

(c) Access and Credentials. To access the Services, you must register according to our procedures and provide Laterite with certain information (such as your name, email, address, telephone number and payment details) as part of the registration process. Once registered, you will be issued certain access credentials to access the applicable Services. You must keep the access credentials confidential and you may not sell, share, transfer, sublicense or otherwise make the access credentials available to others. You are responsible for all activities that occur using your access credentials. You will not misrepresent or mask your identity or your credentials when accessing or using the Services.

(d) Registration Information. Any registration information that you give to Laterite must be accurate and up to date and you will promptly inform us of any changes. You agree that we can use, store, and internally share your registration information to contact you for purposes under these Terms (for example, to notify you of any updates to developer tools).

Article 5. Using our Services

(a) License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable, revocable license during the Duration to use the Services and associated Documentation solely for the intended use of our applications, which is to facilitate survey development and your qualitative and quantitative research.

(b) Ownership. As between you and Laterite, we and our affiliates own all rights, title, and interest in and to the Services, Content, and Documentation and all associated elements, components, and executables. Subject to the foregoing, you own all rights, title, and interest in your research that use the output of the Services. You have no right to distribute or allow access to any of the Services. Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are withheld.

(c) Copyright. Laterite will not assert copyright over Content generated by the the Services for you.

(d) Children. Laterite does not knowingly collect, either online or offline, personal information from persons under the age of 18. In order to use or access the Services, you must be at least 18 years old.

(e) Third Party Products and Services. Third party software, services, or other products (“Third Party Products and Services”) you may use in connection with your use of the Services are governed by the terms and conditions that accompany such Third Party Products and Services. We are not responsible for any Third Party Products and Services or your use of any Third Party Products and Services.

(f) Free Version. If you are using a free version of the Services, you may not create more than one account to receive additional benefits under the free tier. We may charge you standard rates for the Services, or suspend or terminate access to the Services, if we determine that you are not using the free tier in good faith.

(g) Early Access, Previews, and Private/Public Aphas and Betas. You may be offered access to certain aspects or features of the Services on an early access, preview, or public/private alpha or beta basis (“Preview Services”). Preview Services are offered for the purposes of testing, evaluating, and improving such service, may have reduced or different privacy, security, or compliance commitments, and may not become generally available or be error free. Content in Preview Services may not be secured and may be lost or damaged, and Output generated by Preview Services may also be subject to third party licenses, including, without limitation, open source licenses.

Article 6. Requirements when using our services

In using our Services, you (and anyone acting on your behalf) must adhere to the following:

(a) Any text or file you upload while using our Services, will not include any offensive, harmful, racist, or sexually explicit language.

(b) Any text of file you upload while using our Services will not include personally identifiable information about others

(c) You will use the Services and the Content only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with these Terms, the Documentation or other Laterite documentation directed to the Services, and the license granted in Article 5(a); (iii) in a manner that does not infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity (for clarity, “manner” includes without limitation the method, purpose and/or means of causing or attempting to cause the Services to generate Content); and (iv) in a manner consistent with the Laterite’s mission and values, as determined by Laterite in its sole discretion and as expressed on https://www.laterite.ai or https://www.laterite.com.

(d) You will not: (i) distribute, sell, lend, transfer, or grant any rights in or to all or any portion of the Services or Content to any third party; (ii) create any software that functions substantially the same as the Services and offer it to third parties; (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of the Services; (iv) modify, alter, tamper with, repair or otherwise create derivative works of the Services or Content or attempt to do so; (v) use the Services or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of the Services; or (vii) use the Services to develop competing products or services.

(e) You will ensure that the use of the Services or Content with your Application does not violate these Terms or any agreement between you and anyone else.

(f) You will not use the Services to discover any underlying components of our models, algorithms, and systems, such as exfiltrating the weights of our models by cloning via logits.

(g) You may not use web scraping, web harvesting, or web data extraction methods to extract data from the Services, the Content, or Laterite’s or its affiliates’ software, models or systems.

(h) You will not remove, obscure, or alter any notice, including any notice of intellectual property right, appearing on or contained within the Services or Content.

(i) Your use of the Services will comply with, and you will not attempt to circumvent, (i) any call rate limits, or (ii) other restrictions that may be established by us from time to time.

(j) You will not use the Services or Content  in a way that violates applicable law, including:

• (i) Illegal activities, such as child pornography, gambling, cybercrime, piracy, violating copyright, trademark or other intellectual property laws;
• (ii) Accessing or authorizing anyone to access the Services from an embargoed country, region, or territory as prohibited by the government of the Netherlands or the government of the United States of America;
• (iii) Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.

(k) You will make every effort to reduce the likelihood that personal identifiable information is submitted or uploaded by you on the Site while using the Services. Laterite may request information from you regarding your efforts to reduce safety risks, and such information may be used to assess compliance with these Terms as well as to inform improvements to the Services.

(l) You will not use the Services or Content in a way that causes societal harm, including but not limited to:

• (i) Misleading the readers of your research that outputs were human-generated for generative use cases that do not involve a human in the loop;
• (ii) Generating spam; and
• (iii) Generating content for dissemination in electoral campaigns.

(m) You will not buy, sell, share or transfer access to the Services (including credentials) from, to or with a third party without our prior written consent.

Article 7. Confidentiality

(a) You may be given access to certain non-public confidential or proprietary information of Laterite, its affiliates and other third parties, including, software and specifications related to the Services and Laterite’s and its affiliates’ algorithms, software, models, and systems, or other business information (collectively “Confidential Information”). Confidential Information includes any information that Laterite or its affiliates consider confidential or would normally be considered confidential under the circumstances. You may use Confidential Information only as necessary in exercising your rights under these Terms. You may not disclose any Confidential Information to any third party without our prior written consent, and you agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

(b) Confidential Information does not include any information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) was or is later rightfully disclosed to you by a third party without any confidentiality obligations; (iv) we approved for release in writing; or (v) you independently developed without using or referencing any Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Laterite of the disclosure.

(c) In the event of any conflict between the terms of this article and any non-disclosure agreement separately entered into between you and Laterite, the latter shall control. Our Privacy Policy governs how we may use and disclose data, information and materials that you share with us pursuant to your use of the Services and Content unless expressly agreed otherwise between you and Laterite.

Article 8. Data security

(a) Your network, operating system and the software of your servers, databases, and computer systems must be properly configured to securely store content uploaded and collected through our Services.

(b) Protecting your information is important to us and we take commercially reasonable steps to protect it from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Based on these Terms of Use, you unequivocally agree that you understand that no security system is impenetrable and any transmission of personal information is at your own risk. We cannot guarantee the security of our databases or those of third party providers, nor can we guarantee that the information that you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, any email you exchange with us may not be secure, and you should, therefore, take special care in deciding what information you send to us via email. We will not be responsible or liable for, and will be held harmless from, any damages, losses or causes of action arising out of or in connection with the disclosure of your personally identifiable information.

(c) You also acknowledge to have been sufficiently informed about the risks of using the Internet and the required technical conditions for accessing this Site.

Article 9: Privacy and Data Protection

(a) Your Compliance. You must comply with all laws and regulations applicable to your use of the Services and the data accessed through the Services, including without limitation laws related to the privacy of personally identifiable information (“Privacy Laws”), such as the European Union General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100–1798.199 (“CCPA”).

(b) Input Data. Laterite does not acquire any ownership of any intellectual property rights in the content that you submit to our Services through our applications, except as expressly provided in these Terms. For the sole purpose of enabling Laterite,  its affiliates, and the third party service providers Laterite uses to access foundational artifical intelligence models (currently OpenAI), to provide, secure, and improve their Services (and related software, models, and algorithms) and subject to any additional terms specific to the relevant Services, you give Laterite and its affiliates, a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use, host, store, modify, share, communicate and publish all content submitted, posted or displayed to or from the Services through account. When permissible under applicable Privacy Laws, the foregoing license survives consumer requests for deletion of Input Data for the sole purpose of enabling Laterite and its affiliates to provide, secure, and improve the Services.

(c) Before you submit content to our Services, you must ensure that these do not include personal identifiable information (such as, but not limited to, names, contact information, addesses, specific location information, ID information)

(d) You have read, understand and agree without reservations with our Privacy Policy

Article 10: Modifications

You understand that we may change our rules and procedures relating to the use of the Services at any time. We may also change or amend these Terms at any time in our sole discretion. We will post notice of changes within the documentation of each applicable Service and/or to our website. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted, except for changes addressing new Service functions or changes made for legal reasons, which will be effective immediately. Your continued use of the Services and Content after any change or amendment means you agree to such changes or amendments. If you do not agree to such changes or amendments, you must stop using the Services and Content immediately and terminate these Terms.

Article 11: Term and Termination

(a) Term. These Terms will take effect when you first use the Services and will remain in effect until terminated according to these Terms (the “Duration”).

(b) Our Right to Terminate; Suspension. We have the right to terminate these Terms, and suspend or revoke your access to all or any of the Services and Content, at any time for any reason. When you receive notice from us, you will immediately stop using all Services and Content.

(c) Your Right to Terminate. You may terminate these Terms by discontinuing the use of the Services and Content.

(d) Your Obligation Post-Termination. Upon termination, all licenses granted within these Terms immediately and automatically expire and you must immediately cease using the Services and Content. You will promptly destroy or return to Laterite everything tangible or electronic that contains any Confidential Information.

Article 12: Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You agree to defend, indemnify, and hold harmless us, our affiliates, and each of our employees, officers, directors, agents and representatives, from and against all claims, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including attorneys’ fees) arising from or relating to: (i) your breach of these Terms; (ii) your use of the Services, Content, and Documentation; (iii) the results of quality of your research; (iv) any content or data routed into or used with the Services by you, those acting on your behalf, or your end users; (v) your actual or alleged infringement, misappropriation or violation of Laterite, its affiliate’s or any third party’s intellectual property or proprietary rights.

(b) Disclaimer. THE SERVICES ARE LICENSED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. LATERITE AND ITS AFFILIATES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. LATERITE AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE OR SUCCEED IN RESOLVING ANY PROBLEM. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. YOU HAVE NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF YOUR USE OF THE SERVICES WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SERVICES OR THAT ANY VERSION OF THE SERVICES WILL EVER BE MADE AVAILABLE OR MARKETED. WE MAY DISCONTINUE PROVIDING THE SERVICES OR ACCESS TO OUR SYSTEM OR MAY CHANGE THE NATURE FEATURES, FUNCTIONS, SCOPE OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THESE TERMS. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO EUR100.

Article 13: Fees and Payments

a) Fees. You agree to pay all fees or charges to your account (“Fees”) in accordance with the prices and billing terms in effect at the time the Fee is incurred. Except as otherwise provided in a separate agreement between you and Laterite, the current pricing for the Services is posted on our website (see https://laterite.ai/pricing/). We reserve the right to correct any errors or mistakes that we identify even if we have already issued an invoice or received payment.

We reserve the right to change our prices at any time. We will post notice of price increases in the pricing or applicable terms to your account and/or to our website. Price increases will become effective no sooner than 14 days after they are posted, except for increases made for legal reasons, or increases made to Preview Services, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. If the change to any pricing or terms is not acceptable, your sole and exclusive remedy will be to cease using the Services and cancel this Agreement. By continuing to use the service after notice of the change, you accept all such changes.

b) Taxes. The fees stated on our Site do not include national, local, or foreign taxes, duties, levies, imposts, withholdings, and other similar assessments or any interest and penalties there on (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income. When required to do so, we will invoice you for such Taxes by adding the requisite amount to your Fees. Specifically, Laterite will charge the appropriate Value Added Tax (VAT) to individual and corporate users, following Netherlands and EU regulations. You agree to timely pay such Taxes and promptly provide us with an original receipt showing the payment, together with such additional documentary evidence as we may from time to time reasonably require. You hereby confirm that Laterite can rely on the name, address and country of residence set forth in your account registration as being the place of supply for tax purposes. You agree to be responsible for keeping this information accurate and up-to-date in your Account Settings.

c) Billing Information. You must provide your contact information, including bill-to address and email address, if applicable, as well as information for a valid payment method that you are authorized to use. It is your responsibility to maintain complete and accurate billing information.

d) Payments. Laterite will charge your credit card or digital payment method on a monthly basis, but may change the date on which the charge is posted at any time. All Fees are payable in Euros and are due upon invoice issuance. All payment obligations are non-cancelable and all amounts paid are nonrefundable except as provided in this Agreement.

e) Payment Authorization. By providing us with credit card information or information for any supported digital payment method, you authorize Laterite and its affiliates, and our third party payment service providers, to store this information and to charge the credit card or digital payment method you have provided for the Fees when due until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If you notify us to stop using a previously designated payment method and fail to designate an alternative, your credit card expires or is declined, your payment information requires an update, or your payment cannot be completed for any other reason, we may provide you with notice via email and immediately suspend your use and access to the Services until we receive payment.

f) Disputes and Late Payments. If you wish to dispute any Fees or Taxes, you must notify us in writing by emailing support@laterite.ai within thirty (30) days of the date of the disputed invoice. Any undisputed amounts past due are subject to a finance charge of 1.5% of the unpaid balance per month (or the highest rate permitted by law, whichever is lower) from the date such payment was due until the date paid. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due amounts. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment. Any amounts due under this Agreement shall not be withheld or offset by you against amounts due to you for any reason.

g) Free Trial. If you start a free trial and cancel before it ends, you cannot reactivate the free trial. If you elect to upgrade to paid access to the Services at any point before the end of any applicable free trial period, you acknowledge that your free trial may expire and Laterite shall have no obligation to reinstate, reimburse, or otherwise compensate you for any such expired free trial.

Article 14: Export Control, Sanctions Compliance, and Related Matters

In the delivery of Services on our Site, we use third party providers located in the United States. The use of our Services are therefore bound by certain laws and regulations that apply in the United States. In particular, but without limitation, the Services and Confidential Information may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Person’s List or Entity List, or any other restricted party lists (all of the foregoing restricted party lists, the “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any of the Restricted Party Lists.

Article 15: General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Laterite or any of Laterite’s affiliates. Laterite and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You will not use Laterite’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to you.

(d) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Laterite and its affiliates. Accordingly, you agree that, if you violate or breach these Terms, Laterite shall have the right to seek injunctive relief against you in addition to any other legal remedies that Laterite may have.

(e) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Laterite regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and OpenAI on that subject.

(f) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the Netherlands.

(g) Notices. All notices will be in writing and will reference these Terms. We may notify you using the registration information you provided or the email address associated with your Application. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Laterite accepts service of process at this address:

Laterite BV

Attn: support@laterite.ai

Unit 104, 2 Overhoeksplein, 1031KS, Amsterdam

The Netherlands

(h) Waiver and Severability. If you do not comply with these Terms, and Laterite does not take action right away, this does not mean the Laterite is giving up any rights it may have (such as taking action in the future). If a particular term in these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(i) Dispute Resolution. In the event of a dispute, claim, or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If parties are unable to resolve a Dispute within thirty (60) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may commence binding arbitration under the Netherlands Arbitration Institute. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the Netherlands.