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Terms of Service
Welcome to the CloudCrowd Services Site.
PLEASE READ THESE TERMS OF THIS CLOUDCROWD USE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THE CLOUDCROWD SITE (as defined below) AND ANY OTHER PRODUCT OR SERVICES OFFERED BY CLOUDCROWD (COLLECTIVELY, "CLOUDCROWD SERVICES"). BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY PORTION OF THE CLOUDCROWD SERVICES, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ALL POLICIES, PROCEDURES, RULES, RESTRICTIONS AND GUIDELINES RELATED TO THE CLOUDCROWD SERVICES AS POSTED ON THE SITE AS THEY MAY BE ESTABLISHED AND CHANGED FROM TIME TO TIME (THE "POLICIES").
IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR USE THE CLOUDCROWD SITE OR USE ANY CLOUDCROWD SERVICES FEATURED ON THE CLOUDCROWD SITE.
BY REGISTERING FOR AND USING THE SITE, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT; AND (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR BANK ACCOUNT IN ACCORDANCE WITH SECTION 4 OF THIS AGREEMENT. This Agreement is between you and CloudCrowd (as defined below) and governs your and CloudCrowd's respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).
For purposes of this Agreement, (a) "CloudCrowd", "we", "us" or "our" means CloudCrowd Holdings, Inc. a Delaware Corporation, (b) "Site" means the CloudCrowd web site located at www.cloudcrowd.com and on Facebook at apps.facebook.com/cloudcrowd/ and any successor Web site thereto or other Web sites established by CloudCrowd from time to time to supply the CloudCrowd Services, including all services provided by us to you through the service platform on the Site, (c) "Services" means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (d) "Affiliate" means any entity controlled by, in control of, or under common control with CloudCrowd, (e) "Project Sponsor" means you, if you use the Site to request that a Worker perform Services, (f) "Worker" means you, if you use the Site to perform Services for a Project Sponsor, (g) "CloudCrowd Account" means any customer account that you have established with a website owned or controlled by CloudCrowd or its Affiliates, or operated by CloudCrowd or its Affiliates on behalf of third parties, including without limitation those websites currently located at www.cloudcrowd.com and any successor or replacement Site, (h) "Work Product" means the deliverables developed by a Worker for CloudCrowd on behalf of a Project Sponsor pursuant to the request by a Project Sponsor for Services and (i) "Moral Rights" means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right existing under the law of any country in the world, or under any treaty.
This Agreement consists of the terms and conditions set forth in this document together with the CloudCrowd Privacy Notice and all applicable Policies, which are hereby incorporated by this reference into, and made part of, this Agreement. CloudCrowd reserves the right, in its sole discretion, to change or replace any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time. Any material changes will be effective upon posting of the revised Agreement or revised Policies on the Site. CloudCrowd will notify you of a material change in the Agreement when you next login to the Services, and may be made without any other notice of any kind. What constitutes a "material change" will be determined in CloudCrowd's sole discretion, in good faith and using common sense and reasonable judgment. You are at all times responsible for reading and understanding each version of this Agreement and the Policies. YOUR CONTINUED USE OF THE SITE FOLLOWING CLOUDCROWD'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE.
Notwithstanding any provision of this Agreement to the contrary, CloudCrowd will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site. CloudCrowd reserves the right to (i) redesign, modify, change, alter, suspend or discontinue, temporarily or permanently, the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time; and (ii) modify, change, alter, suspend or discontinue, temporarily or permanently all or any part of any CloudCrowd Services at any time without notice. CloudCrowd may also impose limits on certain features and CloudCrowd Services or restrict your access to parts or all of any CloudCrowd Services without notice or liability to you. CloudCrowd will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any CloudCrowd Services1. Registration.
a. Registration. When you register with the Site, you will be asked to provide us with, at a minimum, your name and a valid email address. Workers will also be asked to provide certain tax information. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way from time to time. When registering or updating your information, you may not impersonate any person or use a name that you are not legally authorized to use.
You may register with the Site either by (i) Installing the CloudCrowd application on Facebook or (ii) creating a new CloudCrowd Account. If you do not have an existing CloudCrowd Account at the time you register with the Site, a CloudCrowd Account on the CloudCrowd website located at www.cloudcrowd.com (hereinafter, "cloudcrowd.com") will be automatically and concurrently established in your name with the same e-mail address and password you provide to us. Your CloudCrowd Account username must not suggest affiliation with CloudCrowd, or any third party unless that third party specifically gave you permission to do so.
b. Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password. Additionally, if you are using the Site as a Worker, you may not use different CloudCrowd Accounts to perform Services. Should we discover a worker has multiple accounts, CloudCrowd Administration will disable all but the first accountcreated and void all pending payments regardless of tasks completed, Credentials and referred friends. Should we discover a worker has multiple accounts and is conducting fraudulent activity, CloudCrowd Administration will suspend and disable all accounts.2. CloudCrowd's Role.
CloudCrowd provides a venue for third-party Project Sponsors to request Services and for Workers, as independent contractors to CloudCrowd, to perform such Services for Project Sponsors. CloudCrowd, in its sole discretion, will coordinate with Workers and Project Sponsors regarding the completion of Services.
AS A PROJECT SPONSOR OR A WORKER, YOU USE THE SITE AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OF ANY PROJECT SPONSOR OR WORKER. WE DO NOT CONDUCT ANY INITIAL SCREENING, BACKGROUND CHECK, REVIEW OF REFERENCES OR OTHER VERIFICATION WITH RESPECT TO PROJECT SPONSORS OR WORKERS, NOR DO WE PROVIDE ANY RECOMMENDATIONS REGARDING ANY WORKER OR PROJECT SPONSOR.
CLOUDCROWD AND ITS AFFILIATES SHALL HAVE NO LIABILITY REGARDING THE QUALITY, SAFETY OR LEGALITY OF THE SERVICES, OR THE ABILITY OF WORKERS TO PROVIDE THE SERVICES TO PROJECT SPONSORS' SATISFACTION. CLOUDCROWD AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR SUPERVISING WORKERS OR REVIEWING ANY WORK PRODUCT DELIVERED IN CONNECTION WITH THE SERVICES. EACH WORKER ACKNOWLEDGES AND AGREES THAT CLOUDCROWD WILL HAVE NO LIABILITY TO PAY WORKER FOR ANY SERVICES IN THE EVENT THAT A PROJECT SPONSOR REFUSES TO ACCEPT ANY SERVICES OR DOES NOT PAY FOR SUCH SERVICES.3. Your Use of the Site.
a. Access to Site/Performance of Services. CloudCrowd does not provide you with the infrastructure or equipment to access the Site or perform the Services. You, at your sole cost, are responsible for (i) obtaining and maintaining your access to the Internet including all charges by internet service providers; (ii) obtaining and maintaining a computer system with a browser capable of accessing the Site and with appropriate anti- spyware, anti-malware and antivirus protections to permit you to detect and protect your computer system from malicious software or other malware; (iii) all costs, expenses and fees incurred to acquire all tools or other equipment to perform the Services and any other costs or expenses incurred in order to perform the Services. No Worker shall be entitled to any reimbursement of expenses incurred in performing the Services, unless specifically agreed to in writing signed by an authorized representative of CloudCrowd.
b. Internet Dangers. You understand that the Internet is an unsecure medium and some websites may be hostile and attempt to infect your computer system or software, or trick you into divulging personal information for illegal purposes. You should never provide information to third party websites while completing the Services. You should never provide personal, sensitive or confidential information requested in any e-mail including, without limitation, an e-mail requesting such information which purports to be from CloudCrowd. All Services performed for CloudCrowd are performed at your own risk and CloudCrowd is not responsible for (i) any loss to you caused during or as a result of your visit to a third party web site; (ii) any fraudulent e-mail or any other fraudulent activity on the Internet; or (iii) any adverse consequences resulting from any virus, spyware or malware infecting your computer system, including without limitation, any loss of data, damage to your computer system, identity theft or other adverse consequence. You understand that browser protection, anti-spyware, and anti-virus software can reduce risk on the Internet, but not eliminate it. You agree to take appropriate measures to protect yourself from web and e-mail fraud while performing Services for CloudCrowd. You should not perform Services which require you to visit third party websites if you are not comfortable that your computer system will be able to detect and protect itself from malware and that you will be able to protect yourself from fraud on the Internet.
c. Project Sponsors in General. Pursuant to Section 4, each Project Sponsor may be required to deposit compensation for all Services requested through the Site. Upon completion of Services to Project Sponsors' reasonable satisfaction, the deposited compensation for such Services will be remitted to the Worker automatically (as described in Section 4 below). If a Project Sponsor is not reasonably satisfied with the Services, the Project Sponsor may reject the Services and repost the specific request. In such event, the compensation for the Services will not be remitted to a Worker until the Project Sponsor accepts the Services. To the extent you receive any contact or personal information regarding any Worker who has performed Services for you, such information may only be used as necessary in accordance with the terms of this Agreement. Further, you agree that you will only accept Work Product from Workers that has been submitted to Project Sponsor through the Site.
d. Workers in General. You may only register once with CloudCrowd as a Worker and all Services performed by you must be completed using such registration. Workers may perform Services for CloudCrowd based upon any Project Sponsor's request for Services in accordance with the specifications submitted by the Project Sponsor. Workers are solely responsible for determining how the Worker will perform the Services (including without limitation, the method and means of performing the Services) and shall receive no assistance, direction, or supervision from CloudCrowd. However, if the Services do not meet the Project Sponsor's reasonable satisfaction, the Project Sponsor may reject the Services and repost the specific request. In such event, you acknowledge and agree that CloudCrowd will not have any obligation to remit to you any compensation for such Services. In addition, you acknowledge and agree that CloudCrowd shall have no liability to you for any Services performed by you if the Project Sponsor does not pay for such Services. All Services you perform are subject to additional review by CloudCrowd after initial approval and payment, and may be rejected after payment if they are subsequently found to be unacceptable. If previously paid Services are later rejected, the amount previously paid for said Services will be debited from your CloudCrowd account balance. If a debit takes your CloudCrowd account balance below zero, your future CloudCrowd earnings will be applied to your negative account balance until your CloudCrowd balance goes above zero. Your account balance must be greater than zero in order to be paid for Services. As a Worker, CloudCrowd is your client and the Project Sponsor is the client of CloudCrowd, and as such, you and CloudCrowd agree that the Work Product you provide is deemed a "work made for hire" for the benefit of the Project Sponsor, and all right, title and interest and all ownership rights, including worldwide intellectual property rights in such Work Product, will vest with the Project Sponsor immediately upon your performance of the Service. To the extent any such rights do not vest in such Project Sponsor under applicable law, you and CloudCrowd hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights and Moral Rights, to such Work Product to the Project Sponsor. As a Worker, you are performing Services in your personal capacity as an independent contractor of CloudCrowd and not as an independent contractor or employee of the Project Sponsor. Worker and CloudCrowd specifically acknowledge and agree to the following: (i) Worker shall not be entitled to any compensation for any Services other than the applicable amount earned for Services accepted by a Project Sponsor, and if applicable, monies earned through participation in the CloudCrowd Referral Program; including without limitation, any royalties, commission or other compensation; (ii) Worker and CloudCrowd shall not be entitled to any license for the Work Product; (ii) Worker hereby forever waives and agrees never to assert against a Project Sponsor, its successors, licensees or assigns any and all Moral Rights such Worker may have in any Work Product; (iii) if, in the course of performing the Services for a Project Sponsor, Worker incorporates into the Work Product any invention or other property, tangible or intangible, owned by Worker or in which Worker has an interest, the Project Sponsor is granted a nonexclusive, fully paid, royalty-free, irrevocable, perpetual, worldwide license to make, modify, use and sell such property as part of the Work Product; (iv) Worker and CloudCrowd hereby irrevocably designate and appoint Project Sponsor and each of its duly authorized officers and agents as your agent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protection with the same force and effect as if executed and delivered by Worker; (v) Worker will not knowingly incorporate into any Work Product materials which infringe upon any proprietary rights of third parties; (vi) Worker will not use robots, scripts or other automated methods to complete the Services unless Worker can demonstrate upon request that the quality of output of such methods is sufficient to meet the reasonable satisfaction of the appropriate Project Sponsor; (vii) Worker will submit all Work Product through the Site only, and not directly to a Project Sponsor; (viii) Worker will provide Project Sponsors for whom Worker performs Services with any information reasonably requested by Project Sponsor in connection with the Work Product or Worker's performance of such Services; (ix) Worker is responsible for, and has and will, comply with all applicable laws, rules, regulations and orders of any governmental authority, and all license and registration requirements, applicable to the performance of the Services; (x) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship or independent contractor relationship between Workers and Project Sponsors; (xi) Worker will not represent Worker as an employee or agent of a Project Sponsor; (xii) Worker will not be entitled to any compensation or benefits from a Project Sponsor, including vacation pay, sick leave, insurance programs, group health insurance or retirement benefits; and (xiii) Worker is not eligible to recover worker's compensation benefits in the event of injury. As a Worker, you are performing Services in your personal capacity as an independent contractor of CloudCrowd and not as an employee, partner or agent of CloudCrowd. Worker specifically acknowledges and agrees to the following: (i) this Agreement does not create an association, joint venture, partnership or franchise, or employer/employee relationship between Workers and CloudCrowd; (ii) Worker will not represent Worker as an employee or agent of CloudCrowd and shall not have the authority to act on the behalf of or to bind CloudCrowd in any manner; (iii) Worker is responsible for, and has and will, comply with all applicable laws, rules, regulations and orders of any governmental authority, and all license and registration requirements, applicable to independent contractors, including applicable tax laws and maximum working hours regulations; (iv) Worker will not be entitled to any of the benefits that CloudCrowd may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; (v) Worker shall be responsible for providing, at the Worker's expense and in the Worker's name, disability, workers' compensation, or other insurance for Worker, should such provisions be required by the Worker's jurisdiction. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5 of this Agreement, you should seek independent legal advice.
If CloudCrowd determines at its own discretion that you have engaged in fraudulent or otherwise unacceptable activity on the site, it may at its option shut down your account, in which case you will forfeit any money you have earned but not yet received. Fraud includes but is not limited to:
- Attempts to receive credit for work without having done any work
- Awarding approval grades to clearly fraudulent, unacceptable, or poor work
e. CloudCrowd Referral Program. You may be eligible for additional compensation pursuant to the CloudCrowd Referral Program for compensation earned by persons which you refer to the Site, and pursuant to other Referral Programs, for compensation you earned when you refer persons to services sites owned by CloudCrowd. The terms of the CloudCrowd Referral Program, and all other Referral Programs, are posted on the Site and are incorporated into this Agreement by reference. CloudCrowd reserves the right, in its sole discretion, to change or replace any of the terms and conditions contained in the Referral Programs, at any time. Any material changes will be effective upon posting of the revised CloudCrowd Referral Program on the Site and may be made without any other notice of any kind. CloudCrowd will notify you of a material change in the Referral Programs when you next login to the Services.
f. Listing and Promotions Generally. As a Project Sponsor or Worker, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or this Agreement or is prohibited by the Policies.
g. Information and Feedback. You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You agree that submission of any information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that none of CloudCrowd , its Affiliates, Project Sponsors or Workers has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to CloudCrowd and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site. For avoidance of doubt, if you are a Project Sponsor, if you create any tests, specifications, criteria lists or other programs for use on the Site to evaluate or otherwise select Workers they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other Project Sponsors and Workers pursuant to the license granted above.
h. Ratings. You recognize and agree that CloudCrowd will implement mechanisms allowing CloudCrowd and others to track your requests for, or your performance of, Services and rate or score your performance as a Project Sponsor or Worker (collectively, "Ratings"). CloudCrowd reserves the right to collect feedback regarding your performance and to analyze and evaluate such information and other factors that CloudCrowd, in its sole discretion, finds relevant or useful in determining and assigning Ratings. CloudCrowd will have no liability to you for any Ratings or feedback posted on the Site regarding your performance as a Project Sponsor or Worker. You may not take any actions that may undermine the integrity of the feedback or Ratings system.
Worker understands that CloudCrowd will calculate and apply one or more Ratings to a Worker intended to reflect their reliability/credibility in turning in high quality work. Worker agrees that CloudCrowd may utilize or disclose these Ratings in any manner that CloudCrowd may, in its sole discretion, deem appropriate. You hereby consent to CloudCrowd's determination and use of the Ratings in accordance with the terms of this Agreement. Ratings will be based on a combination of factors possibly including, but not limited to (i) reviews of a Worker's submission by other Worker ("Worker Reviewers"), (ii) reviews of a Worker's work by employees, (iii) reviews of a Worker's work by the Project Sponsor; or (iv) such other information or factors as CloudCrowd, in its sole discretion, deems relevant in assessing such Worker's reliability/credibility.
Worker understands that the full content of their Services and any Work Product may be viewed by Worker Reviewers, and that the Worker's identification will not be revealed by CloudCrowd.
CloudCrowd's calculation of any Rating based on credibility/reliability is completely at the sole discretion of CloudCrowd.
BY YOUR USE OF THE SITE YOU HEREBY CONSENT TO THE USE OF RATINGS BY CLOUDCROWD. CLOUDCROWD WILL HAVE NO LIABILITY TO YOU REGARDING ANY RATINGS REGARDING YOU OR YOUR PERFORMANCE. WORKERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT LOWER RATINGS MAY LEAD TO WORKER NOT RECEIVING ASSIGNMENTS FROM PROJECT SOURCES. CLOUDCROWD SHALL HAVE NO LIABILITY TO ANY WORKER IN THE EVENT THAT LOWER RATINGS LEAD TO A DECREASE IN REQUESTS FOR A WORKER TO PERFORM SERVICES.
i. General Restrictions. You must comply with all applicable laws and all provisions of this Agreement when using the Site or any CloudCrowd Services. You will not, and will not permit anyone else to, utilize the Site, the CloudCrowd Services or any information or other data acquired from your use of the Site or any CloudCrowd Services to (i) store, copy, modify, distribute, or resell any of the materials that are part of the Site or compile or collect any materials of this Site as part of a database or other work; (ii) use any automated tool, programs, robotic algorithms or products to automatically download or "Spider" the Site or any portion thereof; (iii) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iv) interfere or attempt to interfere with the proper working of the Site or conduct any activities on the Site intended to circumvent, bypass or disable any digital rights management, usage rules, or other security features of the Site or bypass any measures we may use to prevent or restrict access to the Site; (v) threaten the integrity, performance, or availability of the Site or any CloudCrowd Services; (vi) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or any materials on the Site; (vii) "deep-link" to the Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose; (viii) attempt to incite illegal activity or defame, abuse, harass, threaten, intimidate or otherwise violate the legal rights of others; (ix) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user or attempt to impersonate any other user; (x) create or submit unwanted email or spam to any other users or any URL; or (xi) access data or materials not intended for you; (xii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
CloudCrowd reserves the right to investigate and take legal action against anyone who, in our sole discretion, violates the restrictions set forth in this Agreement, including without limitation removing any offending user content, and terminating your access to the Site and/or any CloudCrowd Services.
j. Fraud/Unacceptable Activity. What constitutes Fraudulent/Unacceptable Activity on the Site will be determined by CloudCrowd, in its sole discretion and shall include, but is not limited to: (i) any attempts to receive credit or consideration for work which you did not perform; (ii) awarding approval grades to clearly unacceptable or poor work; (iii) providing false or misleading feedback regarding your performance or the performance of others or other false or misleading Materials to the Site; (iv) agreeing to or attempting to influence feedback regarding your performance or the performance of others; (v) any actions that may undermine the integrity of the feedback or Ratings system; (vi) use of any methods in performing the Services which are unlawful or unethical; or (vii) use of any property, intellectual property or rights of any third party without receiving proper authorization or consent.
k. Actions in the Event of Fraud/Unacceptable Activity. You acknowledge that following a determination of Fraud/Unacceptable Activity, CloudCrowd may have to pay others to redo all of your previous work, even those Services which were previously approved. Although an approval normally indicates acceptance of Services and qualification for payment, following a determination of Fraud/Unacceptable Activity, Cloud Crowd may (i) change or reverse approvals for any Services based upon subsequent analysis; (ii) change any approval to a rejection of such Services; and (iii) in its discretion, stop payment or refuse payment for such Services, regardless of whether such Services were approved prior to the discovery of the Fraud/Unacceptable Activity. You acknowledge and agree that if an approval of Services is subsequently changed to a rejection based upon a determination of Fraud/Unacceptable Activity, you will not be entitled to any consideration that you would have otherwise received based upon such Services.
l. Actions upon Violations. CloudCrowd reserves the right to (i) investigate and take legal action against anyone who, in our sole discretion, violates the restrictions set forth in this Agreement or any Policies or engages in any Fraudulent/Unacceptable Activity; or (ii) terminate your access to the Site and/or any CloudCrowd Services in the event that you violate the restrictions set forth in this Agreement or any Policies or engage in any Fraudulent/Unacceptable Activity.
m. Customer Service. CloudCrowd will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site and its features.
n. Disputes between Project Sponsors and Workers. Your use of the Site is at your own risk. CloudCrowd will not be involved in resolving any disputes between participants related to or arising out of the Services or any transaction.4. Payment Service.
CloudCrowd or its Affiliates will process all payments made by Project Sponsors for Services (the "Payment Service") or any amounts due to you as a result of the CloudCrowd Referral Program through the PayPal payment system. In order to be paid for work, a Worker must establish and maintain an active PayPal account. Project Sponsor payments made through the Payment Service are received by CloudCrowd or its Affiliates on behalf of Workers, and may be disbursed only in accordance with the terms outlined below.
a. Restrictions and Limitations. We reserve the right to terminate or suspend any Payment Account, in each case without liability to you and for any reason in our sole discretion, including, without limitation, if we believe that a Worker is in violation of this Agreement.
b. Our Liability. We will only be responsible for initiating purchases of Services at the direction of a Project Sponsor and the transfers or disbursements of compensation for accepted Services as directed by Project Sponsors and Workers. We will be entitled to rely on the instructions of Project Sponsors and Workers without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to, if you have not provided us with correct, current and complete payment information or have failed to maintain a PayPal account.
c. Statements and Account Balances. Workers may access their transaction information (your "Activity History") online in the "Home" section of the CloudCrowd Service on the "Earnings" page (or equivalent) of the Site. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on any amounts held in Payment Accounts. If no transfer, disbursement or other payment transaction occurs with respect to your Payment Account for at least two (2) years and six (6) months, consecutively, the balance in your PayPal Account will become the property of CloudCrowd.
d. Transaction Errors. If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible
e. PayPal. Both Workers and Project Sponsors acknowledge and agree that PayPal is the sole and exclusive means of (i) making payments to CloudCrowd for Services; and (ii) for the payment of compensation to Workers for Services. Both Workers and Project Sponsors will be required to transfer payments or receive payments via PayPal. CloudCrowd shall have no obligation to pay compensation for Services to a Worker unless and until such Worker obtains a valid PayPal account and provides CloudCrowd the required information regarding such account. CloudCrowd is not responsible for any fees, costs or expenses incurred by you in connection with such PayPal account, including, without limitation, any expenses to maintain such accounts or convert funds from PayPal to other formats. You acknowledge and agree that (i) CloudCrowd is not responsible for any difficulties or inability of you to get, understand, apply for, or maintain a PayPal account; (ii) PayPal is not affiliated with CloudCrowd and CloudCrowd makes no warranties, statutory, express or implied, that the PayPal system will be available, accurate or error free; (iii) CloudCrowd exercises no control over the PayPal website, system or services; and (iv) CloudCrowd is not liable to you or any third party for PayPal's performance, any failure, error or inaccuracy which is caused by the use of the PayPal system or the unavailability of the PayPal system to you.5. Compliance with Laws.
a. Taxes. Each Project Sponsor agrees that it is the Project Sponsor's responsibility to determine whether the Project Sponsor is obligated to collect, withhold, report, or remit any taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, for any reason in connection with any request for, or performance of, Services, or Project Sponsor's use of the Site, or otherwise in connection with any action, inaction or omission by the Project Sponsor or any affiliate of the Project Sponsor, or any of their respective employees, agents, contractors or representatives and to collect, withhold, report, and remit correct taxes to the appropriate tax authority. CloudCrowd agrees that it will file an IRS Form 1099 or other applicable tax report or filing for all payments made to the Worker by CloudCrowd and send it to the Worker for tax reporting purposes. Each Worker agrees that it shall pay, when and as due, any and all taxes and/or duties arising from any payments made to the Worker, including, without limitation, all income taxes, estimated taxes and payroll taxes. CloudCrowd makes no representations about the tax consequences of the transactions under this Agreement under any applicable tax law or regulation. The Worker will have sole liability for any tax, interest or penalty arising out of the compensation under this Agreement and agrees to indemnify CloudCrowd and any Project Sponsor for any claims, losses, costs, fees, liabilities, damages, or injuries arising from any such tax obligation.
b. Registrations. Each Worker agrees that it is the Worker's responsibility to determine whether and to what extent any licenses, permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which Worker is performing Services ("Permits"). EACH PROJECT SPONSOR AND WORKER ALSO AGREE THAT CLOUDCROWD AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.
c. Compliance with Laws. The Site may be used only for lawful purposes and in a lawful manner. You may not use the Site in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
d. Investigation CloudCrowd has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site. CloudCrowd may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.6. Disclosure of Information; Preparation of Tax Notices/Filings.
a. Our Use of Data and Tax Filings. Our Privacy Notice and this Agreement describe our collection, use, and disclosure of information associated with the Site, including how we handle personal information. In addition to the disclosures described in our Privacy Notice, we will disclose to Project Sponsors, if necessary, your name, address, data, Services you have completed and Worker Tax Information. You expressly permit CloudCrowd to use Worker Tax Information to fill out an IRS Form 1099 or other applicable tax report or filing and send it to you for tax reporting purposes. You hereby consent to disclosure of Worker Tax Information and other data as described in this Section 6 and our Privacy Notice. "Worker Tax Information" means tax identification information of Workers, such as a Social Security Number or Employer Identification Number or other relevant tax information.
b. Your Use of Data and Communications. You may use information or other data acquired from your use of the Site solely to the extent necessary for you to use the Site and for no other purpose. Project Sponsors may use Worker Tax Information solely to the extent necessary to comply with IRS reporting obligations.
c. Press Releases and Public Disclosures You may generally publicize your use of the Site, however you may not issue any press release with respect to CloudCrowd or the Site, without CloudCrowd 's express prior written consent.7. No Warranties.
THE SITE, THE PAYMENT SERVICE AND THE CLOUDCROWD SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLOUDCROWD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
b. THAT THE SITE, OR THE CLOUDCROWD SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT SERVICE, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;
c. THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY PROJECT SPONSORS OR WORKERS, THAT THE SERVICES ARE LAWFUL, OR THAT PROJECT SPONSORS OR WORKERS WILL PERFORM AS PROMISED;
d. THAT THE SERVICES PERFORMED BY ANY WORKER WILL BE ACCURATE, COMPLETE, LAWFUL OR WILL SERVE THE INTENDED PURPOSES OR MEET THE REQUIREMENTS OF THE PROJECT SPONSOR; OR
e. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.8. General Release.
BECAUSE YOU HAVE ACKNOWLEDGED AND AGREED THAT YOU ARE USING THE SITE AND THE CLOUDCROWD SERVICES AT YOUR OWN RISK, YOU HEREBY RELEASE CLOUDCROWD AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) ANY SERVICES DELIVERED BY A WORKER; (ii) ANY DISPUTE BETWEEN ONE OR MORE PROJECT SPONSORS, WORKERS, OR OTHER USERS OF THE SITE; (iii) ANY DEFICIENCY, ERROR, LACK OF AVAILABILITY OR CLAIM DEMANDS, AND DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE PAYPAL SERVICE IN CONNECTION WITH CLOUDCROWD SERVICES.9. Indemnity; Limitation of Liability.
a. Indemnity and Defense. You will indemnify and hold harmless CloudCrowd and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.
b. Limitation of Liability. YOUR USE OF THE SITE AND ANY CLOUDCROWD SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLOUDCROWD AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE PAYMENT SERVICE, ANY CLOUDCROWD SERVICES, THE SERVICES RENDERED BY PAYPAL IN CONNECTION WITH THE CLOUDCROWD SERVICES OR ANY FAILURE THEREOF, THE INABILITY TO USE THE CLOUDCROWD SERVICES, OR ANY SERVICES OR WORK PRODUCT PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE, EVEN IF CLOUDCROWD OR AN AUTHORIZED REPRESENTATIVE OF CLOUDCROWD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLOUDCROWD'S OR ITS AFFILIATES' AGGREGATE LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY CLOUDCROWD IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.10. Applicable Law; Arbitration.
The Site is arranged, sponsored, and managed by CloudCrowd in the state of California, USA. The laws of the state of California govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated or threatened to violate CloudCrowd 's intellectual property rights, CloudCrowd may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall 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 this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Any changes to this arbitration policy shall only be effective as to disputes that arise after such changes go into effect.11. Termination.
You may at any time elect to stop using the Site, provided that in discontinuing any Site activities, you must use CloudCrowd's standard functionality and further must abide by all applicable CloudCrowd Policies. CloudCrowd, in its sole discretion, may terminate this Agreement, limit or suspend access to the Site or any CloudCrowd Services, or remove any Service listings immediately without notice for any reason.12. Links and Third Party Content.
The Site and/or any CloudCrowd Services may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and you agree that CloudCrowd is not responsible or liable for any content, advertising, or other materials available through the third party products, services, and Web sites. You also agree that CloudCrowd is not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.13. Copyright Infringement.
CloudCrowd respects the intellectual property rights of others, and we ask that you to do the same. It is the policy of CloudCrowd to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Site or any CloudCrowd Services in a way that constitutes copyright infringement, please contact CloudCrowd at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the URL or other specific location on the Site where the material that you claim is infringing is located; (3) your address, telephone number, and e-mail address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
CloudCrowd's designated agent for notice of copyright infringement can be reached at:
CloudCrowd Holdings, Inc. Attention: Copyright 625 2nd Street, Suite 250 San Francisco, CA 94107 Email: email@example.com
14. Contract Electronically.
You agree that this Agreement combined with your act of using the Site and/or any CloudCrowd Services have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable statute of frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print this Agreement.15. General Provisions.
a. Entire Agreement. This Agreement and the general terms and conditions of the Site, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.
c. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. CloudCrowd's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of CloudCrowd's right to subsequently enforce such provision or any other provisions of this Agreement.
e. Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. By your use of the Site and/or any CloudCrowd Services, you hereby agree to receiving notices by electronic transmission, including e-mail and by postings on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.