Terms of Use

These Terms of Use ("Terms") describe the terms and conditions under which you will provide data labeling services (the "Labeling Services") for Surge Labs, Inc., a Delaware corporation ("Company" or "we"). By clicking "I Agree", you agree to abide by and be bound by these Terms. The date on which you accept these terms by clicking "I Agree" is referred to herein as the "Effective Date". If you do not agree to these Terms, do not fill in the "I Agree" field and you will not be engaged to perform data labeling services for Company.

If you have entered into a separate written agreement with Company for the Labeling Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms. Furthermore, certain elements of the Labeling Services may be subject to additional guidelines, terms, or rules. To the extent such terms, guidelines, and rules conflict with these Terms, such terms guidelines, and rules shall govern solely with respect to such elements of the Labeling Services. In all other situations, these Terms shall govern.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND Company WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you have any questions about these Terms, please contact us at [email protected].

1. Eligibility; Registration

You must be at least 18 years of age to perform Labeling Services for Company. When you register for an account, you must provide accurate account information and promptly update this information if it changes. Any provision of false or inaccurate information during the account registration process may result in immediate termination of your account as further described below. In the registration process, we may collect personally identifiable information about you such as your name, location, email, and payment account information. We may use this information to enable the performance of our and your obligations under these Terms. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You may not permit others to use your account credentials. In order to perform Labeling Services for Company, you may be required to download certain applications or websites as directed by Company. You hereby assume full responsibility for any damage caused to your system, any programs, data or information related to or arising from such downloads or the Labeling Services you provide. Company reserves the right to require you to complete any other documents deemed reasonably necessary, and any failure to do so will result in termination of your account and discontinuation of your ability to perform the Labeling Services.

2. Labeling Services

Company matches individuals with projects from its and its affiliates' customers, enabling these customers to gather high quality human-powered data for their business needs.

Once you have registered with Company to perform Data Labeling Services, we may contact you through your account or the email address provided by you regarding proposed Labeling Services projects. You may be required to undergo certain tests to determine your qualifications for a project.

3. Payment

Company will pay you for the Labeling Services subject to the following conditions:

a) You must have a working account with Paypal and/or such other payment platform as may be specified by the Company from time to time;

b) All payments are made in U.S. Dollars;

c) Upon request, you will provide Company with an executed IRS Form W-9 or W-8 or any other documents reasonably requested by Company; and

d) You must have satisfactorily completed the Labeling Services as determined by Company, in its discretion. Company reserves the right to reject any Work Product (as defined below) resulting from the Labeling Services that it deems inadequate for any reason in its discretion, and you shall not be entitled to payment for any Labeling Services the Work Product of which has been so rejected.

4. Independent Contractor

You agree and acknowledge that you are providing the Labeling Services solely as an independent contractor of Company and nothing in these Terms will be construed to make you an agent, employee, joint venturer, partner or legal representative of Company, nor shall you be entitled to participate in any plans of Company or its affiliates pertaining to any benefits provided to employees of Company. You are solely responsible for any expenses you incur in the course of performing the Labeling Services. You shall have exclusive control of the method of performance of your duties and particular hours of work and shall independently manage and control your activities. You shall have no authority to represent yourself as an agent or representative of Company. For the avoidance of doubt, you are not engaged by Company on a full-time or exclusive basis. You represent, warrant, and covenant that you will comply with all laws, including all laws governing payment of income taxes, self-employment taxes and service taxes, and all other federal, state, local and foreign taxes of any nature imposed with respect to your obligations under these Terms. You shall be obligated to indemnify Company for, and hold it harmless from, any and all liability arising from any failure to pay such taxes and/or your tax treatment under these Terms.

5. Confidentiality

"Confidential Information" means (a) any and all data and information of any type whatsoever directly or indirectly provided by Company in connection with your performance of the Labeling Services or related to Company, its affiliates, and its or their customers' technology, intellectual property, products, candidates, business, assets, finances, operations or opportunities, (b) all Work Product and all associated records, (c) the nature and scope of the Labeling Services, and (d) any and all data and information generated or obtained by or on behalf of you that contains, reflects, or is derived from any of the foregoing; in any case whether in writing, or in oral, graphic, electronic or any other form, and whether disclosed, generated or obtained before or after the Effective Date. Confidential Information does not include information that (i) is in or enters the public domain without breach of these Terms through no fault of you or (ii) that you receive from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

With respect to the Confidential Information, you agree that you:

• will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any third party;
• will not use any Confidential Information for the benefit of yourself or any third party or for any purpose other than to perform the Labeling Services;
• will not reproduce Confidential Information in any form except as required to accomplish the Labeling Services;
• will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information and will assist Company in remedying any such unauthorized use or disclosure of the Confidential Information; and
• will, promptly upon the conclusion of the Labeling Services or upon receipt of any request from Company: (a) destroy or deliver to Company, at Company's option, all Confidential Information and any materials (including documents, drawings, papers, media, tapes, models, apparatus, sketches, designs and lists) relating thereto or containing any Confidential Information; and (b) not use the Confidential Information in any way for any purpose.

You acknowledge and agree that each obligation in this Section 5 is necessary and reasonable in order to protect the Confidential Information, and that monetary damages would be inadequate to compensate Company for any breach of this Section 5. Accordingly, you acknowledge and agree as follows: (a) any such violation or threatened violation will cause irreparable injury to Company; and (b) in addition to any other remedies that may be available to Company at law, in equity or otherwise, Company will be entitled to obtain injunctive relief against any threatened breach of this Section 5 or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

In addition to the foregoing, you acknowledge and agree that you may be required to complete a separate written confidentiality agreement with Company in order to continue to perform the Labeling Services.

6. DTSA Notification

The misappropriation of trade secrets (a form of intellectual property) is a violation of law, just like the theft of any property. In addition to state law remedies, the Defend Trade Secrets Act of 2016 (the "DTSA") enables a trade secret owner to bring a trade secret misappropriation case in federal court. The DTSA generally provides that an individual will not be held criminally or civilly liable under any federal or state trade secret law in the following circumstances: (i) where the individual discloses trade secrets in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) where the disclosure is made in a sealed filing in a lawsuit or other proceeding. In addition, the DTSA generally permits an individual to disclose trade secrets to the individual's attorney in the course of pursuing a lawsuit where the person alleges retaliation for reporting a suspected violation of the law (or uses the trade secret information in such lawsuit, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order). The foregoing is a generalized summary of the immunity provisions of the DTSA intended to satisfy the notification requirements of the DTSA. You acknowledge that the DTSA does not preclude the trade secret owner from seeking breach of contract remedies.

7. Assignment of Work Product

"Work Product" means all deliverables and all discoveries, inventions, improvements, works of authorship, content, information, data, know-how, ideas, mask works, trademarks, service marks, trade names, trade dress or other technology, intellectual property or results conceived, created, generated, developed or reduced to practice, whether directly or indirectly or solely or jointly with others, resulting from (a) the performance of the Labeling Services or (b) the use of the Confidential Information.

Assignment. You hereby assign to Company, for no further consideration, all rights, title and interest in and to the Work Product and all associated records, together with any and all patent rights, copyrights, Moral Rights (as defined below), trademark rights, trade secret rights and any other form of intellectual property or proprietary rights recognized in any jurisdiction, including applications and registrations for any of the foregoing ("Intellectual Property Rights") embodied in or related to such Work Product. You represent, warrant, and covenant that the Work Product is your original work and you have not assigned such Work Product or Intellectual Property Rights or other rights therein to any third party.

License. To the extent any of the rights, title and interest in and to the Work Product cannot be assigned or are not assigned by you to Company, or are not owned by Company on or after the Effective Date, then you hereby grant Company, for no further consideration, an exclusive (even with respect to you), unrestricted, royalty-free, worldwide, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) to make, have made, use, offer for sale, sell, market, import, distribute, copy, modify, prepare derivative works, perform, display, disclose, and otherwise exploit the Work Product. Further, to the extent any of the rights, title and interest in and to the Work Product cannot be or are not licensed by you to Company (whether on or after the Effective Date), you irrevocably waive, and agree not to assert against Company (including any successor in interest), its affiliates, and its and their respective officers, directors, employees, agents, suppliers, vendors, customers, and (sub)licensees, to the fullest extent permissible pursuant to applicable laws, such non-licensable rights, title and interest (including Moral Rights). For the purpose of this Agreement, "Moral Rights" means any right to claim authorship to or to object to any distortion, mutilation or other modification or other derogatory action in relation to a work, whether or not such action would be prejudicial to the author's reputation, and any similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral right."

Further Assurances. At no additional charge, you will execute all papers (including assignments) and do all things required, in Company's sole discretion, in order to evidence, perfect, obtain, protect, defend, convey and enforce the rights of Company in the Work Product. You irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney in fact, to execute documents or take any lawfully permitted action to evidence, perfect, obtain, protect, defend, convey and enforce the rights of Company in the Work Product that Company is unable or unwilling to perform, all with the same legal force and effect as if executed by Company. The foregoing is deemed a power coupled with an interest and is irrevocable.

8. Trademarks

Surge Labs, Inc and our logo, our product or service names, our slogans and the look and feel of our websites and mobile applications (the "Company Properties") are trademarks of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Company Properties are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Company or the Company Properties (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Company's sole discretion. You understand that Company may treat Feedback as nonconfidential.

10. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties (“Third-Parties”) to make their content and information available to you, including on or through the Company Properties (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

11. Sensitive Content.

You understand that some of your interactions with the Third-Party Content may involve your exposure to explicit content and other highly sensitive data categories (including rude statements and expressions; profanity, racial, gender, ethnic, or religious slurs; sexually explicit or pornographic materials; violent, obscene, graphic or disturbing materials; or similarly offensive material (“Sensitive Content”)).

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Company Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your violation or alleged violation of these Terms; (b) your Feedback; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your performance of the Labeling Services. You agree to promptly cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at Company's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in these Terms or any other written agreement between you and Company or the other Company Parties.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND THE OTHER COMPANY PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF COMPANY OR THE OTHER COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU AGREE THAT TO THE EXTENT YOUR DUTIES EXPOSE YOU TO THIRD-PARTY CONTENT THAT INVOLVES OR FEATURES SENSITIVE CONTENT (AS DEFINED HEREIN), NONE OF COMPANY, ANY THIRD PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR RELEVANT SUBCONTRACTORS WILL BE LIABLE FOR, AND YOU HEREBY RELEASE EACH OF THEM FROM ANY LIABILITY FOR, ANY CLAIMS, LIABILITIES OR DAMAGES ARISING FROM YOUR EXPOSURE TO SENSITIVE CONTENT (AS DEFINED HEREIN) IN THE COURSE OF PERFORMING SUCH WORK.

THE TOTAL LIABILITY OF COMPANY AND THE OTHER COMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR PERFORMANCE OF THE LABELING SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT DUE TO YOU FOR THE LABELING SERVICES.

THE LIMITATIONS SET FORTH IN THIS SECTION 13 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

14. Transfer and Processing Data

In connection with the Labeling Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Artificial Intelligence

You further acknowledge that in some instances, you may perform certain tasks, including those related to inputs and training, for artificial intelligence features or services.

16. Disputes

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us.

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your Labeling Services shall be finally settled by binding arbitration in Santa Clara County, California under the Federal Arbitration Act (9 U.S.C. §§ 1-307) and the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS BETWEEN YOU AND COMPANY, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST COMPANY THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

17. Modifying and Terminating the Labeling Services and Terms

We reserve the right to terminate your Labeling Services or otherwise make changes to the Labeling Services at any time and for any or no reason in our sole discretion, without liability to you or any third party. Upon any termination of the Labeling Services, you will be compensated only for Labeling Services performed through the date of such termination (and only insofar as the Work Product resulting from such Labeling Services has not been rejected by Company as provided herein) and will not be entitled to any further payments or benefits from Company whatsoever. If we change these Terms after the date hereof, we will notify you through your account or by email of the modified Terms. By re-affirming your acceptance of the Terms by clicking "I Agree" to the modified Terms, you agree to be bound by those changes. Any disputes arising under these Terms shall be governed by the Terms in effect at the time the claim or dispute arose. Any changes apply prospectively only to activities after the date of the change.

18. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

19. Miscellaneous

These Terms constitute the entire agreement between you and Company relating to your Labeling Services. Notwithstanding any other provisions of these Terms, Sections 5, 6, 7, 8, and 10-19 survive any expiration or termination of these Terms. The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.