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Terms of Service

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Terms Of ServiceHIVE WORKER AGREEMENT AUGUST 20, 2020 BY REGISTERING TO BECOME A PROVIDER OF SERVICES (REFERRED TO HEREIN AS “HIVE WORKER,” “YOU” OR “YOUR”) TO CASTLE GLOBAL, INC. (REFERRED TO HEREIN AS “CASTLE GLOBAL,” “WE,” “US,” OR “OUR”), YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD. (2) THE COUNTRY YOU SPECIFY ON YOUR ACCOUNT OR PROFILE (YOUR “WORKER COUNTRY”) IS YOUR COUNTRY OF RESIDENCE AND YOU WILL PROVIDE ALL SERVICES WITHIN YOUR WORKER COUNTRY. (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT. (4) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR BANK ACCOUNT OR DIGITAL WALLET IN ACCORDANCE WITH SECTION 2 OF THIS AGREEMENT. AND (5) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS HIVE WORKER AGREEMENT (THIS “AGREEMENT”), INCLUDING THE PAYMENT TERMS AND CONDITIONS DESCRIBED IN SECTION 2 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR DELETE PORTIONS OF THIS AGREEMENT AT ANY TIME. IF WE DO THIS, WE WILL POST THE CHANGES TO THIS AGREEMENT ON THIS PAGE AND WILL INDICATE AT THE TOP OF THIS PAGE THE DATE THESE TERMS WERE LAST REVISED. YOU SHOULD PERIODICALLY VISIT THIS PAGE TO REVIEW THE CURRENT AGREEMENT SO YOU ARE AWARE OF ANY REVISION TO WHICH YOU ARE BOUND. YOUR CONTINUED USE OF THIS SITE OR APPLICATION (INCLUDING ANY SUCCESSOR THERETO, THE “SITE”) AFTER ANY SUCH CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE NEW AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THESE OR ANY FUTURE TERMS OF THIS AGREEMENT, DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE SITE.Services. Deliverables. Acceptance. Restrictions.We may, in our sole discretion, publish tasks (the “Tasks”) on the Site for registered users of the Site to complete. You may, in your sole discretion, choose to perform Tasks for which you are eligible. In the event that you elect to perform any Task(s), you will perform the Tasks and deliver (such performance and delivery, the “Services”) the output, results, annotations, drawings, labels, tags, files, images, text, audio, video, recordings and any other deliverables described for each Task (“Deliverables”) in full conformance with the instructions, agreements, specifications and schedule specified in the relevant Task (“Task Instructions”). Upon Castle Global’s request, Hive Worker agrees to prepare and submit progress reports to Castle Global and telephone conference with Castle Global on a regular basis detailing the progress being made by Hive Worker in the performance of the Services. Hive Worker will not subcontract any Services without Castle Global’s prior written consent (which may be by email). All of Hive Worker’s subcontractors shall be bound by obligations consistent with the provisions of this Agreement, and Hive Worker shall be responsible for all acts and omissions of each such subcontractor, as if each were the “Hive Worker” hereunder. When Hive Worker considers a Deliverable completed, Hive Worker will deliver it to Castle Global in accordance with the Task Instructions and any other instructions provided on the Site. We will, in our sole discretion, approve or reject the Deliverables based upon conformity with the Task Instructions. Solely upon our acceptance of all Deliverables specified in a Task Instruction, you will be eligible for the corresponding payment for such Deliverables as described for the applicable Task on the Site. You acknowledge and agree that Deliverables may be assigned by Castle Global to its customers or partners and are subject to further review by such third parties. If Castle Global is required to refund any of its customers or partners for any Deliverables provided by Hive Worker, Hive Worker will refund to Castle Global the corresponding amounts, or Castle Global may elect to credit such amounts against fees owed Hive Worker. You agree to the following: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Deliverables, whether in whole or in part, or any content displayed on the Site or made part of Deliverables. (b) you shall not modify, make derivative works of, disassemble, reverse compile, reverse engineer or otherwise attempt to discover source code of any part of the Site or Deliverables. (c) you shall not access the Site in order to build a similar or competitive website, product, or service. (d) you shall not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site. (e) you shall not attempt to circumvent, work around or disable any protective, auditing, security or other similar features of the Site, including, without limitation, features to prevent screen or image captures or other recording of the Site. and (f) except as expressly stated herein, no part of the Site or Deliverables may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to this Agreement. All copyright and other proprietary notices on the Site (or on any content displayed by the Site) must be retained on all copies thereof.Compensation.Subject to the terms of this Agreement, Castle Global will pay Hive Worker the amount specified on the Site for the applicable Task following Castle Global’s approval of all Deliverables thereunder, which shall be the sole compensation for the Services. Hive Worker agrees (a) payment to Hive Worker shall be limited to the methods provided by Castle Global on the Site and (b) that Castle Global may pay Hive Worker for completed Services via PayPal or any other payment method provided on the Site, or by any other reasonable means determined by Castle Global. Hive Worker represents and warrants that (i) all payment account information provided by Hive Worker is true and accurate, (ii) Hive Worker has full control of all funds deposited into any payment account provided, (iii) any payment account provided is restricted to use with Castle Global by solely Hive Worker, and (iv) Hive Worker has no knowledge or reason to believe that any provision of Services or receipt of payment by Hive Worker would violate any law, rule, regulation or order related to anti-money laundering, anti-bribery, anti-corruption or export/sanctions control to which Castle Global may be bound (collectively, “Restricted Payments Laws”). Hive Worker agrees that Castle Global will have no liability to compensate Hive Worker for any Services if (y) Hive Worker provides inaccurate or incomplete payment information or (z) Castle Global reasonably believes that such compensation would violate any Restricted Payments Laws.Term. Termination.This Agreement shall commence upon Hive Worker’s registration on the Site and will remain in full force and effect while Hive Worker uses or accesses the Site, unless terminated earlier as set forth below. You agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be effected without prior notice, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Site. Any such termination may be limited to one or more Tasks, in which case, the consequences of termination will be limited to the subject matter of those Tasks. Sections 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement. Upon termination of this Agreement (except if Castle Global terminates this Agreement for a material breach by Hive Worker), Castle Global agrees to pay Hive Worker all amounts due or accrued as of the date of such termination.Warranties. Liabilities.Hive Worker represents, warrants and agrees: (a) to perform the Services in a professional and workmanlike manner and that Hive Worker has a level of skill commensurate with the requirements of any Task performed and this Agreement. (b) Hive Worker is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Services to be performed. (c) the Deliverables will conform to the applicable specifications therefor and that none of the Services, Deliverables or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity. (d) Hive Worker has the full right to allow it to provide Castle Global with the assignments and rights provided for herein. (e) Hive Worker shall comply with all applicable laws and Castle Global safety rules and other policies in the course of performing the Services. (f) if Hive Worker’s Service requires a license, Hive Worker has obtained that license and the license is in full force and effect. (g) the Worker Country is true, accurate and updated prior to the performance of any Services. (h) all Services are and will be performed in the Worker Country specified by Hive Worker. (i) to restrict the usage of Hive Worker’s account to solely Hive Worker. and (j) all account and profile information provided by Hive Worker upon account creation and thereafter is true, accurate, and up-to-date. Hive Worker shall indemnify Castle Global from any and all claims, damages, liability, losses, settlement, attorneys’ fees and expenses, as incurred, on account of any breach of the foregoing or this Agreement or any other action or inaction by or for or on behalf of Hive Worker. You agree to release, indemnify and hold us, our affiliates and our customers harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, your provision of the Services, your violation of this Agreement, your violation of any rights of another, or your violation of any applicable law, statute, ordinance, or regulation. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes, without limitation, any claim resulting from delay and the criminal acts of others. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE. (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA OR DELIVERABLES. OR (III) ANY OTHER MATTER RELATING TO THE SITE OR SERVICES YOU PROVIDE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNTS PAID TO YOU HEREUNDER WITHIN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. IF YOU ARE A USER FROM NEW JERSEY, THE PARAGRAPHS OF THIS SECTION ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION.Proprietary Rights.Hive Worker acknowledges that Castle Global may be providing Hive Worker with content, data or other materials of Castle Global’s customers or other third parties (such customers and third parties, “Third Parties,” and such content, data or other materials, “Third Party Content”). Hive Worker obtains no right, title or interest in or to Third Party Content. All Third Parties are express, intended third party beneficiaries under this Agreement. Castle Global shall own all right, title and interest (including copyrights, trade secret rights and all other intellectual property rights of any sort throughout the world) relating to any and all Deliverables and any other inventions (whether or not patentable), works of authorship and information made or conceived or reduced to practice, in whole or in part, by or on behalf of Hive Worker during the term of this Agreement in connection with the Services, Deliverables or any Proprietary Information (as defined below) (collectively, “Work Product”). Hive Worker hereby irrevocably assigns to Castle Global all rights, title and interest worldwide, in and to all Work Product. If Hive Worker has any rights to Work Product, including without limitation any intellectual property rights, that cannot be assigned to Castle Global by Hive Worker, Hive Worker hereby automatically unconditionally and irrevocably grants to Castle Global during the term of such rights, an exclusive, even as to Hive Worker, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Hive Worker has any rights to such Work Product that cannot be assigned or licensed, Hive Worker hereby automatically unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Castle Global, Castle Global’s customers, its customers and ad infinitum, with respect to such rights, and will consent to and join in any action to enforce such rights. To the extent allowed by law, the assignments, licenses and waivers granted hereunder include 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. To the extent any of the foregoing is ineffective under applicable law, Hive Worker hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing. Hive Worker will not incorporate in any Deliverables or other Work Product information or materials to which third parties (other than the applicable Third Parties) have any rights. Hive Worker hereby acknowledges and agrees that any Deliverables including Hive Worker’s physical likeness (and the physical likeness of any other person therein) are provided by Hive Worker with all consents and approvals necessary from all applicable parties to effect each assignment, license and waiver related to such Deliverables herein.Confidentiality.Hive Worker agrees that all Tasks, Deliverables and other Work Product and all other non-public information (including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information) that Hive Worker creates, develops, learns or obtains in connection with the Services, constitute “Proprietary Information” of Castle Global. All Third Party Content is also the Proprietary Information of Castle Global, whether or not Third Party Content is publicly available. Hive Worker will hold in strict confidence and not disclose or, except in performing the Services, use any Proprietary Information, and will use at least reasonable security measures to protect the confidentiality of such Proprietary Information. Hive Worker will not “screenshot” or attempt in any manner to record or capture any content of the Site (other than portions of the Site accessible to non-registered visitors) without the express written permission of Company. Upon termination and as otherwise requested by Castle Global, Hive Worker will promptly return to Castle Global all items and copies containing or embodying Proprietary Information (including, without limitation, all Deliverables and all work-in-progress). Any breach of this Section 6 or Sections 5 or 7 will cause irreparable harm to Castle Global for which damages would not be an adequate remedy, and therefore, Castle Global will be entitled to injunctive relief with respect thereto in addition to any other available remedies.Privacy. Security.Hive Worker acknowledges that, in the course of performing the Services hereunder, Hive Worker may collect or have access to Personal Information (as defined below). Hive Worker shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect any Personal Information (as defined below) and Castle Global Proprietary Information obtained hereunder from unauthorized access, destruction, use, modification or disclosure. For purposes hereof, “Personal Information” means any information that refers, is related to, or is associated with an identified or identifiable individual, including, but not limited to all “personal data” as defined in Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing and free movement of personal data. Hive Worker shall at all times apply protective security measures consistent with all applicable laws, rules and regulations, as such laws and regulations may be modified from time to time. Hive Worker agrees to use the Personal Information only in connection with providing the Services to Castle Global as authorized under this Agreement and in accordance with all Task Instructions. Hive Worker shall promptly inform Castle Global of any loss, misuse, or unauthorized access, destruction, deletion or modification that it knows or reasonably believes to have occurred with respect to any Personal Information or Castle Global Proprietary Information (a “Security Breach”) and shall cooperate with Castle Global in the investigation and remediation of any such occurrence. To the extent that a Security Breach results from Hive Worker’s failure to comply with its representations, warranties and/or obligations hereunder, Hive Worker shall reimburse Castle Global for remediation costs incurred by Castle Global in connection with such Security Breach. We respect your privacy. For details of our privacy practices, please see our Privacy Policy at https://thehive.ai/privacy. By using the Site, you consent to our collection and use of personal data as outlined therein.Publicity.Neither party shall issue a press release or other public statement regarding the relationship of the parties or this Agreement without the prior written consent of the other party.Relationship of PartiesFor all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Hive Worker will be solely responsible for its income taxes in connection with this Agreement. You acknowledge and agree that you are free from the control and direction of Castle Global in connection with performance of the Services, both under this Agreement for the performance of the work and in fact.Governing Law. Disputes. Attorney’s Fees.This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. Both parties consent to jurisdiction of the state and U.S. federal courts located in California with respect to any dispute arising hereunder. provided that without limiting either party’s right to seek injunctive or other equitable relief in court, either party may elect (by written notice given prior filing a complaint or, in the case of the defendant, prior to answering a complaint) to resolve a dispute by binding arbitration in the English language in San Francisco, California under the rules of JAMS. the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.Miscellaneous.You may not assign this Agreement to another party without the prior written consent of Castle Global. Castle Global may assign its rights and obligations without your consent at any time. Any notices in connection with this Agreement will be in writing and sent: (i) in the case of Hive Worker, to the email or other address provided by Hive Worker as part of registration, or (ii) by first class US mail, confirmed facsimile or major overnight delivery courier service to Castle Global, Inc., 580 California St., 6th Floor, San Francisco CA, 94104, Attn: Legal or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement shall be deemed accepted by Hive Worker upon Hive Worker’s account creation. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, together with any Task Instructions applicable to Tasks accepted by Hive Worker, sets forth the entire understanding of the parties with respect to the subject matter described herein and constitutes the entire agreement between the parties.