Customer Terms and Conditions
Last modified: 2015-03-02 03:18:00 |
- CrowdFlower’s Services
- Data You Provide
- Software and Proprietary Rights
- Equipment and Security
- Cancellation and Termination
- Warranty and Disclaimer
- Limitation of Liability
- Dispute Resolution
- General Terms
Capitalized terms not defined in these Terms and Conditions are defined in the Order Form.
2. CrowdFlower’s Services
Services and Support. CrowdFlower will use commercially reasonable efforts to provide the Services to you. We will also use commercially reasonable efforts to provide you with technical support services for our website and software, according to our standard practice, via telephone or internet.
- Fees and Method of Payment. You will pay us the fees described in the Order Form and attached Schedules, via the payment method you provided in the Order Form. Unless otherwise expressly agreed to by both parties in writing, you will provide full payment for all invoices issued within thirty (30) days after the mailing date of the invoice. You authorize us to run credit card authorizations on all credit card information you provide to us, to store that credit card information, and to charge your credit card or any other account we mutually agree to as a form of payment.
- Overdue Payment to CrowdFlower. Any late payments will accrue late charges at the rate of 1.5% percent per month or the maximum amount allowed by law, whichever is lower. If you fail to pay the amount due under this Agreement for any reason, your account may be suspended, at our sole discretion, in which case no additional payments will be made from your account for completion of tasks and all of your tasks will be removed from our website. You must reimburse us for all amounts due upon demand, plus any processing fees, late fees, or attorney fees. We may also make appropriate reports to credit reporting agencies and law enforcement authorities.
- Billing Errors. If you believe that we have billed or charged you incorrectly, you must contact our customer support department no later than thirty (30) days after the closing date on the first billing or account statement in which the error or problem appeared in order to receive an adjustment or credit.
- Taxes. You are responsible for payment of all taxes associated with the Services other than U.S. taxes assessed on CrowdFlower’s net income or personal property.
4. Data You Provide
- Customer Data. You may be required to provide data to us so we may perform the Services (“Customer Data”). We will not be liable for any failure to perform Services that is caused by your delay or failure to provide these data.
- License to Your Data. You grant us a worldwide, non-exclusive, sublicenseable, transferable, royalty-free, irrevocable license during the term of this Agreement to use, reproduce, electronically distribute, and publicly display any Customer Data solely for the purpose of providing the Services. You represent and warrant that you own sufficient right, title, and interest in and to your data in order to grant the license in this section. We aggregate Customer Data with other data so that results are non-personally identifiable with respect to Customer and we also collect anonymous technical logs and data regarding use of the Services (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, any such Aggregate/Anonymous Data may be used by CrowdFlower for any business purpose during or after the term of this Agreement, including without limitation to develop and improve CrowdFlower’s products and services and to create and distribute reports and other materials. For clarity, this Section 4.b. does not give us the right to identify you as the source of any Aggregate/Anonymous Data without your prior written permission.
- “Data for Everyone.” If you have selected CrowdFlower’s “Data for Everyone” option, then you grant us and all other users of the Services a worldwide, non-exclusive, sublicenseable, transferable, royalty-free, irrevocable license to fully exploit all Customer Data, including all related intellectual property rights. If you do select the “Data for Everyone” option, you represent and warrant that you own sufficient right, title, and interest in and to your data in order to grant the license in this section.
- Offensive and Disallowed Content. If your data contain potentially explicit or offensive content, we require you to mark them “EXPLICIT CONTENT” to serve as fair warning to anyone who sees your data. You may not without a separate written agreement with CrowdFlower include tasks that violate our policies, including, but not limited to, (a) tasks that directly or indirectly promote another website or service, (b) tasks that violate a third party website’s terms and conditions, (c) tasks asking Contributors to solicit third parties, (d) tasks that ask Contributors to take action to manipulate a website’s behavior or results, (e) tasks that violate the intellectual property rights of third parties, and (f) tasks that require Contributors to download software or files.
You will choose an administrative user name and password for your CrowdFlower account. You may use the administrative user name and password to create subaccounts for additional users, each with a unique user name and password. Each additional user is bound to the terms of this Agreement. CrowdFlower reserves the right to refuse registration of or cancel user names and/or passwords for any reason.
You may be required to integrate your website, application, or platform with our Services via our application programming interface (“API”), available here. In the event that you do so, we grant you a limited, nonexclusive, nontransferable, nonassignable, revocable license to use the API solely to access the Services. We may modify the API and/or cease support of old versions or releases of the API at any time. We reserve the right to suspend or limit your access to the API in our sole discretion, and we will use reasonable efforts to provide you notice prior to suspension.
7. Software and Proprietary Rights
CrowdFlower owns all rights, including intellectual property rights, in the source code, object code or underlying structure, ideas or algorithms, API, and any additional software, documentation or data related to the Services (“Software”). You will not, directly or indirectly, via a third party or otherwise: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the Software; (b) modify, translate, or create derivative works based on any Software; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any Software; (d) use any Software for timesharing, service bureau purposes, or otherwise for the benefit of a third party; or (e) remove any proprietary notices or labels.
8. Equipment and Security
You are responsible for obtaining and maintaining any equipment and ancillary services you use to connect to, access, or otherwise use our Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, and long distance and local telephone service. You are responsible for ensuring that such equipment is compatible with the Services and complies with any configurations and specifications described on our website or on the Order Form. You are also responsible for maintaining the security of your equipment, and for any use of your CrowdFlower account through that equipment, even if used without your knowledge or consent.
You agree to CrowdFlower’s Code of Conduct, and furthermore, that you will not discriminate against any user of the CrowdFlower website based on national origin, race, color, gender, sexual orientation, or any other class protected by law when accepting or rejecting performance of a task, in communication related to performance of a task, or otherwise.
You agree to all terms governing confidentiality in the CrowdFlower Master Terms of Service. Notwithstanding anything to the contrary in this Agreement, CrowdFlower may internally use any Customer Data and any data and information we collect relating to the Services for development, diagnostic, and corrective purposes. We may use your name and logo(s) in our marketing materials in a non-disparaging manner.
11. Cancellation and Termination
- This Term Governs. This termination provision overrides all other termination provisions that may apply to you and CrowdFlower with respect to the Services.
- Termination by Us. We may terminate this Agreement and suspend or end the Services immediately, at any time, without notice or refund to you, if you are not complying with this Agreement, or if you use the Services in any way that we believe could cause us legal liability or disrupt others’ use of the Services. We can also terminate this Agreement and your use of the Services for our own convenience or for no reason at all, with 60 days’ prior notice to you. If that is the case, and if you have prepaid any fees to us, we will refund a pro-rata portion of those prepaid amounts, based on the remaining time or Services you have paid for, whichever is less. We will wind up our work in a commercially reasonable manner and preserve and deliver to you all paid-for Output Data Sets and all Customer Data in our possession. Upon any termination, we may but are not obliged to delete any data.
- Termination by You. You may terminate this Agreement for any reason without refund by giving us 30 days’ prior written notice. You remain liable upon termination for any amount due under your Order Form. If your subscription includes any monthly or annual fees or monthly or annual minimums, you will still be responsible for paying for all Services fees through the end of that month or year, respectively.
- Survival. As of the effective date of any termination, you will not have any right to access or use the Services or the API, but the rest of the terms of this Agreement will continue to apply.
12. Warranty and Disclaimer
You acknowledge our warranty and disclaimer in the CrowdFlower Master Terms of Service.
13. Limitation of Liability
You acknowledge the Limitation of Liability in the CrowdFlower Master Terms of Service.
14. Dispute Resolution
You agree that any action at law or in equity arising out of or relating to these Terms of Service shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated CrowdFlower’s intellectual property rights, we may seek injunctive or other appropriate relief in any proper state or federal court, and you consent to exclusive venue and jurisdiction in those courts. Arbitration under this agreement will be conducted under the rules of the American Arbitration Association or by a mutually agreed upon arbitration service. The arbitrator will be selected from a list of no less than seven (7) names through alternative strikes. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Service will be joined with an arbitration involving any other party subject to this agreement, whether through class arbitration proceedings or otherwise. You waive your right to take part in any class or collective action arising from this agreement.
- Your Indemnification of CrowdFlower. You agree to indemnify, defend, and hold us harmless against any damages, losses, liabilities, settlements, and expenses, including attorneys’ fees and costs, in connection with any third party claim or action that arises from your use of our Services, unless that claim is covered under the next Paragraph 15b. You further indemnify us and hold us harmless for any amounts paid or payable, including reasonable attorneys’ fees, to third parties unaffiliated with CrowdFlower as a result of any claim that any of your data infringe or violate the intellectual property or other rights of a third party, provided that we give you (a) prompt written notice of the claim, (b) reasonable cooperation in defending the claim, and (c) sole control of the defense and settlement of such claim.
- CrowdFlower Indemnification of You. We will indemnify you and hold you harmless for any amounts paid or payable to third parties unaffiliated with you (including reasonable attorneys’ fees) as a result of any third party claim that the Services or Software infringe or violate the intellectual property or other rights of a third party, provided that you give us (a) prompt written notice of the claim, (b) reasonable cooperation in defending the claim, and (c) sole control of the defense and settlement of such claim.
16. General Terms
You agree to all of the General Terms in the CrowdFlower Master Terms of Service. You further agree that we are not legal partners with you, and nothing in this Agreement establishes an agency, partnership, joint venture, or employment relationship between you and CrowdFlower. Neither party has any authority to bind the other party in any respect whatsoever. Neither party will be liable to the other to the extent performance is delayed or prevented by revolution or other civil disorders, wars, strikes, labor disputes, electrical equipment or availability failure, fires, floods, acts of God, government action, or any other causes not within its control and which it is unable to prevent by reasonable diligence. This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same Agreement. Facsimile signatures are valid signatures for enforcement of this Agreement.
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