These Terms of Use (the "Terms") are a binding agreement between you and HumanSignal, Inc., a Delaware corporation (collectively, "we," "us," or the "Company"). The Terms govern your access to and use of our annotation platform (the "Platform"), and your provision of services related to Tasks (defined below) for our third-party customers ("Customers") using the Platform.
By registering for or accessing the Platform or otherwise performing any Tasks, you accept these Terms and warrant and represent that you are at least 18 years old or the age of legal majority in your jurisdiction and you have authority to bind yourself to these Terms.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
In order to perform tasks for third-party Customers or perform support services related to such tasks (collectively, "Tasks"), you agree to register for and maintain an active user account on the Platform (your "Account"). You may only possess one Account, and if it is suspended or terminated in accordance with these Terms, you may not create another one unless you have explicit permission from the Company to do so. You agree and acknowledge that Company will use such information provided by you in accordance with our privacy policy, available at: https://humansignal.com/legal/privacy-policy/. You agree to maintain accurate, complete, and up-to-date information in your Account. Payment information must relate to financial accounts in your own name, and you may not permit any other person to provide your payment information to the Company. In certain instances, you may be asked to provide proof of your identity to access or use the Platform, and you agree that you may be denied access to or use of the Platform if you refuse to provide such information.
Our Platform. Subject to these Terms, you may access, and Company grants you a non-exclusive right to use, the Platform solely in connection with performing the Tasks. You will comply with these Terms and all applicable laws when using the Platform and/or performing Tasks. The Company and its affiliates own all rights, title, and interest in and to the Platform, including the underlying technology and intellectual property rights therein.
Proprietary Rights. You acknowledge and agree that the Platform may contain content, assets, text, images, video, audio and/voice recordings, scope of work, data, informational materials, third-party User Content or features made available by the Company or Customers ("Company Materials") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. The Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Company Materials solely in connection with performing the Tasks. The Company name and logos are trademarks and service marks of Company (collectively the "Company Trademarks"). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may not endorse or be affiliated with or connected to Company. These Terms and the Platform does not grant you any license or right to use any of Company Trademarks, without our prior written permission.
Worker Status. By signing up on the Platform or otherwise completing Tasks, you understand and agree that you are an independent contractor of the Company and that you assume all liability for proper classification as an independent contractor or consultant based on applicable legal guidelines. Nothing contained in these Terms is intended to constitute or create a contract of employment or agency relationship with the Company, nor will it constitute or create the right or obligation to use or continue to use the Platform or perform Tasks for any particular period of time. The Company will have no right to, and will not, direct, control, or supervise you in connection with the Tasks you perform, including but not limited to the time and place you perform the Tasks. The Tasks to be performed are outside the usual course of Company's business. By agreeing to these terms, you represent that you are customarily engaged in an independently established trade, occupation, or business of the same nature as the Tasks performed.
You are responsible, at your own expense, for providing all necessary materials, equipment, supplies, tools, and other resources necessary to perform the Tasks and shall be responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Tasks. You are responsible for obtaining the data network access necessary to use the Platform.
You will not at any time during your affiliation with the Company receive any benefits or other incidental perks of employment. Specifically, you shall not be eligible to participate in any of Company's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company shall not provide workers' compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to you. Any payment made to you by the Company is for Tasks completed by you or related thereto, as agreed between the parties, and such payments do not constitute regular salary or compensation for any other purpose. You further agree that the Company is not restricting in any way your right or ability to perform services for others, including but not limited to, any employer, your own customers, or through any other crowdsourcing service or any other means.
You will not represent yourself to customers or anyone else as an employee or agent of the Company. At all times, you agree and acknowledge that you are an independent contractor of the Company and will always represent yourself as such. You have no authority (and will not hold yourself out as having authority) to bind the Company, and you will not make any agreements or representations on behalf of the Company.
Payment for Tasks. Following completion of the Tasks you have selected, and verification that such Tasks have been accurately and otherwise adequately completed in accordance with these Terms, the Company will transmit payment to you for the amount specified and agreed to by you in relation to such Tasks. Any cross-border cash remittance made to you in connection with you performing Tasks must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide the Company or such entity with certain information, including bank account information, for purposes of direct deposit and details regarding the transaction. It is your responsibility to ensure that you have a payment method approved by the Company to receive payments in US Dollars or the specified currency. You understand that neither the Company nor any related entity is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or any timing issue that may affect the value of payments made to you.
Taxes and Tax-Related Items. The Company will not deduct from any payments to you any amount for income tax withholding, Social Security or other social contributions, other taxes, or any other amount, except as provided by law. You agree to undertake, at your own expense, any registration as a self-employed worker, independent contractor, sole proprietor, or similar designation available with the tax authorities in your jurisdiction to ensure the proper payment of any applicable taxes or other amounts as required by law.
You are also responsible for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship, or other form of business organization, including but not limited to obtaining any and all certificates, licenses and/or registrations that are required to operate as an independent contractor in your applicable jurisdiction.
You understand and agree that you are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. You further understand and agree you are solely responsible for filing any and all necessary tax filings and returns, and that you are obligated to pay federal, state and local income tax on any monies paid pursuant to these Terms.
Performing Tasks.
Task Tools and Accounts. To perform Tasks, you may be required to use (A) the Platform, (B) software or plug-ins made available by the Company, (C) hardware platforms and electronics, including but not limited to robotic arms and related input and/or (D) applications, platforms, or devices of the Company's customers (collectively, (A) through (C), the "Task Tools"). You may also be required to register and maintain user accounts on certain Task Tools (collectively, "Task Tool Accounts"). You are responsible for all activity that occurs under your Task Tool Accounts and for maintaining the confidentiality of your access credentials. You will not permit any third party to use your Task Tool Accounts or otherwise access the Task Tools in your place, and you will not assign or transfer your Task Tool Accounts to any other person or entity.
Performance Quality. You agree to perform the Tasks in a professional and workmanlike manner and any other deliverables you provide to the Company or its Customers accurately, adequately, and consistent with any scope of work or other specifications provided. You shall comply with all applicable laws and Company safety rules in the course of performing the Tasks. Any failure under this section will constitute a breach of these Terms. The Company reserves the right to confirm the accuracy of the Tasks and other deliverables, and, in addition to the Company's right to withhold payment in full or in part, to remove you from projects or deactivate your account based on your breach of this section.
User Content. The Company may allow you and other users, from time to time, to submit, upload, publish, or otherwise make available through the Task Tools, text, audio (including your voice), visual content, and other information, including commentary, questions, feedback related to the Tasks (collectively, "User Content"). The Company has no obligation to monitor User Content, but reserves the right to filter, block, remove, or disable access to any User Content or related activity that it believes violates these Terms.
Acceptable Use; Prohibited Conduct. You will not, and will not permit any third party to: (A) use any automated means, including bots, scripts, macros, unauthorized browser plug-ins or extensions, or other automated tools or techniques, to access the Task Tools or perform Tasks, except to the extent expressly authorized in writing by the Company in the applicable Task instructions; (B) use any artificial intelligence system, large language model, machine translation service, or other automated content-generation or decision-making system to complete all or any portion of a Task, unless the applicable Task instructions explicitly permit such use; (C) upload, input, or otherwise provide any Company Materials, Task content, or Work Product to any artificial intelligence system, machine-learning model, or similar automated system or service (other than the Task Tools made available by the Company) without the Company's prior written consent; (D) share, disclose, publish, repurpose, sell, license, or otherwise use any Task content, Company Materials, or Work Product for any purpose other than performing Tasks for the Company in accordance with these Terms; (E) impersonate any person or misrepresent your identity, qualifications, or location in connection with the Platform or any Task; (F) attempt to bypass, disable, or interfere with any security, authentication, quality-control, or rate-limiting features of the Task Tools; or (G) collude with any other person to complete Tasks, share answers or solutions, or otherwise interfere with the integrity, accuracy, or reliability of Task results. Any violation of this section will constitute a material breach of these Terms and may result in withholding of payment for affected Tasks, suspension or termination of your access to the Task Tools, and any other remedies available to the Company at law or in equity.
On-Site Work and Safety. To the extent you perform any Tasks at facilities or locations owned, leased, or controlled by the Company or a Customer ("On-Site Work"), you will at all times comply with all applicable safety, health, security, access, and conduct policies, guidelines, and instructions of the Company and any applicable Customer, including any site-specific rules that are communicated to you in writing or verbally by the Company or facility personnel. You agree to use any equipment, devices, and Task Tools in a safe and responsible manner, to follow all safety training and instructions provided, and to promptly report to the Company any accident, injury, unsafe condition, or security incident that occurs in connection with On-Site Work. You are responsible for your own transportation and for maintaining any insurance required by applicable law in connection with On-Site Work. On-Site Work does not change your status as an independent contractor, and you remain solely responsible for your compliance with these Terms and all applicable laws while performing On-Site Work.
Third-Party Integrations. The Task Tools may integrate with or otherwise make available certain applications and materials that are developed or otherwise provided by a party other than the Company (collectively, "Non-Company Resources"). The Company does not warrant or guarantee the functionality, availability, or reliability of any such Non-Company Resources. In addition, the use of such Non-Company Resources may require you to agree to additional terms and conditions imposed by the respective service providers, which are independent of these Terms. The Company will not be liable for any damages or losses resulting from such modification or discontinuation.
Ownership of Work Product.
Ownership and Assignment of Work Product. The Company shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) in all deliverables provided to the Company or its Customers in connection with your performance of Tasks, including, but not limited to, all (i) User Content and (ii) any and all inventions, works of authorship, designs, know-how, ideas, information, results and work product created, made, conceived or reduced to practice by you in connection with your use of Task Tools or performance of Tasks (collectively, "Work Product"). You hereby assign all right, title and interest throughout the world, including intellectual property rights, in and to the Work Product to the Company. Additionally, you will assist the Company, at the Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned and you hereby irrevocably designate and appoint the Company your agent and attorney-in-fact, coupled with an interest, to act for and on your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing.
Waiver and License of Other Rights. To the extent allowed by law, this Section and any license granted to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like. If any part of the Tasks or Work Product or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to you and not assigned hereunder, you hereby grant the Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights (including the rights to develop, improve, fine-tune and otherwise train models) in connection with the exercise or exploitation of the Tasks, Work Product, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
Confidentiality Obligations. You understand that Company Materials, User Content, and the Work Product (collectively, "Confidential Information") include information and physical material not generally known or available outside of the Company, and information and physical material entrusted to the Company in confidence by third parties. You agree (i) to hold Confidential Information in the strictest confidence; (ii) not to use Confidential Information, except for the benefit of the Company or its Customers to the extent necessary to perform Tasks; and (iii) not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that you obtain, access or create via Task Tools or in performing Tasks. You further agree not to make copies of Confidential Information except as authorized by the Company. Your agreement to this Section 5 is intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. These Terms are intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information. You may not export, re-export, or transmit any Confidential Information to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
Defend Trade Secrets Act of 2016; Other Notices. You understand that pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You further understand that nothing contained in these Terms limits your ability to (A) communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company, or (B) share compensation information concerning you or others, except that this does not permit you to disclose compensation information concerning others that you obtain because of your job responsibilities require or allow access to such information.
Return of Confidential Information. Upon the expiration or termination of these Terms, or upon request from the Company, you will return to the Company all Confidential Information and related documentation, and permanently delete any retained copies or derivations (to the extent such copies or derivations exist), whether local or cloud based.
Your Warranties. You represent and warrant that: (i) you are the sole and exclusive owner of all Work Product you submit; (ii) neither your Work Product, nor your submission, uploading, publishing or otherwise making available of such Work Product, nor the Company's use of the Work Product as permitted in these Terms will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (iii) in connection with your use of Task Tools and in performing your Tasks hereunder, you will comply with all applicable laws and other requirements of any governmental authority that has jurisdiction over you; (iv) neither you nor your financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury's Specially Designated Nationals List and Foreign Sanctions Evaders List, and the U.S. Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority; and (v) you are not located in and do not perform any Tasks in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country.
Company Disclaimer. THE TASK TOOLS AND COMPANY MATERIALS ARE PROVIDED ON AN "AS IS" BASIS. YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE TASK TOOLS, COMPANY MATERIALS ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, 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 OR TRADE USAGE.
To the extent permitted under applicable law, you agree to hold harmless, release, defend, and indemnify the Company and its officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all damages, obligations, losses, liabilities, costs, and expenses relating to any claim, suit or proceeding arising from: (i) your access to or use of the Task Tools (including any User Content), (ii) your violation of any term or condition of these Terms, (iii) any negligent or intentional wrongdoing by you in your use of Task Tools or Company Materials; and (iv) any violation of a third party's rights, including intellectual property rights, resulting in whole or in part from your use of Task Tools, Company Materials, and any other deliverable provided by you to the Company. The Company will provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting the Company's defense of such matter. You may not settle or compromise such claim, suit, or proceeding without the Company's written consent.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE TASK TOOLS, OR COMPANY MATERIALS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY'S AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE TASK TOOLS, OR COMPANY MATERIALS EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY YOU FROM THE COMPANY FOR TASKS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR ONE THOUSAND U.S. DOLLARS, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE COMPANY'S CUSTOMERS, LICENSORS, AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND UNDER THESE TERMS.
Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and the Company, whether arising out of or relating to these Terms (including any alleged breach thereof), your services as an independent contractor, a Task Tool, a Task, and any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. To the extent applicable, this Arbitration Agreement shall not apply to sexual harassment claims and sexual assault claims ("Sexual Assault and Harassment Claims") to the extent the Sexual Assault and Harassment Claims: (i) are covered by the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the "Act"); (ii) arose or accrued on or after the date of the enactment of the Act; and (iii) had not yet arisen at the time of the making of this Arbitration Agreement. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution. The Company is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user's satisfaction by emailing support at support@humansignal.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to the Company should be sent to 548 Market St, PMB 34372, San Francisco, California 94104-5401 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.
Arbitration Procedures. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to the address set forth above. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You agree that this Arbitration Agreement and its validity, construction, and performance shall be governed by the Federal Arbitration Act (the "FAA"). Further, the terms and procedures governing the enforcement of this Arbitration Agreement shall be governed by and construed and enforced in accordance with the FAA, and not individual state laws regarding enforcement of arbitration agreements. Contractor understands that to the extent required by applicable law, Company will pay for any administrative or hearing fees charged by the arbitrator or JAMS except that Contractor shall pay any filing fees associated with any arbitration that Contractor initiates, but only so much of the filing fees as Contractor would have instead paid had Contractor filed a complaint in a court of law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Batch Arbitration. If seventy-five (75) or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar disputes within 90 days of each other, then you and the Company agree that JAMS will administer them in batches of up to seventy-five (75) claimants each ("Batch"), unless there are less than seventy-five (75) claimants in total or after batching, which will comprise a single Batch. JAMS will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch in accordance with the JAMS Mass Arbitration Rules. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of this Section 9 are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending the Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Entire Agreement. These terms constitute the entire Terms between you and the Company with respect to the subject matter hereof. These Terms supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.
Term; Suspension and Termination. These Terms become effective on the earlier of (a) the date you first accept them or (b) the date you first access or use the Platform, and will continue in effect until terminated as provided in this section. You may terminate these Terms at any time by ceasing all use of the Task Tools and closing your account (if such functionality is made available through the Platform) or by providing written notice of termination to the Company. The Company may suspend or terminate your access to the Task Tools, or any Tasks, or may terminate these Terms in whole or in part, at any time with or without cause, including if the Company believes that you have violated these Terms, any Task instructions, or any applicable law, or if the Company determines that such suspension or termination is necessary or advisable to comply with law or the requirements of its customers or governmental authorities. Upon any termination of these Terms: (i) your right to access and use the Task Tools, and Company Materials will immediately cease; and (ii) except to the extent the Company withholds or reverses payment for Tasks that do not meet the applicable requirements or that are associated with your breach of these Terms, the Company will pay you for any Tasks that were properly completed and approved by the Company prior to the effective date of termination.
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without our prior written consent shall be null and void. We may freely assign or transfer these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notice. We may provide any notice to you under these Terms using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.
Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 14 days after we notify you. All other changes will be effective immediately. Your continued use of the Platform after any change means you agree to such change.
User Disputes. You agree that you are solely responsible for your interactions with any Customer in connection with the Platform or any Tasks and the Company will have no liability or responsibility with respect thereto.
Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to the Company or a Customer, and the Company shall have the right to seek injunctive relief against you in addition to any other legal remedies.
Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
Special Notice for International Use Export Controls. The Company is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Portions of the Task Tools and the transmission of applicable data, if any, is subject to United States export controls. No portion of the Task Tools may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Task Tools is at your sole risk.
Governing Law. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and the Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, CA. The failure of the Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.