Last Update: February 2024
This Neevo Community Member Agreement (“Agreement”) sets forth the terms and conditions whereby the undersigned Neevo Community Member (“You” or “User”) agrees to provide certain services to DefinedCrowd Corporation, a company duly incorporated in accordance with the laws of the State of Washington, United States of America, with its registered office at 1201 3rd Avenue, STE 2200, Seattle WA 98101, its affiliates, subsidiaries and agents (collectively, the “Defined.ai”, “Company”, “we”, “us”).
Please read these terms and conditions carefully before entering into this Agreement, since it contains essential information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you.
If You are accepting this Agreement on behalf of a company or another legal entity, You assert that you have the legal authority to accept this Agreement on behalf of that entity, in which case “You” will refer to that entity. If You do not possess such authority, we will be unwilling to enter into this Agreement with You.
If You do not agree with this Agreement, you must refrain from providing Services to Defined.ai.
The User and Defined.ai are referred to jointly as “Parties” and individually as a “Party”.
1. Definitions
a) Neevo – Website and mobile application operated and owned by Defined.ai, located at https://neevo.ai dedicated to enhancing artificial intelligence (AI) across a wide spectrum of technologies.
b) Content – any material uploaded to Neevo by any User, encompassing photos, videos, audio files, data sets, textual content, metadata, images, interactive elements, and any other form of material.
c) Projects – job opportunities posted on Neevo.
d) Services – provision of services required to execute each Project.
e) Fee – Monetary compensation provided to the User as full compensation for the Services provided.
2. Purpose
2.1. Subject to the terms and conditions of this Agreement, the User agrees to provide Defined.ai the Services correspondent to each Project available on Neevo.
2.2. The User asserts that it has no legal impediments preventing it from providing such Services.
2.3. The User hereby acknowledges that Defined.ai reserves the right to modify or delete, at its sole discretion, any Projects, or Services available on Neevo at any given moment.
2.4. The User also acknowledges that the Services provided will be utilized by Defined.ai to generate datasets aimed at enhancing AI systems, as per the provisions in Clause 11, which may subsequently be licensed to prospective clients for their business needs through a Data License Agreement.
3. Age Restriction
3.1. The provision of the Services and the corresponding Agreement is restricted to individuals who have attained the legal age as determined by the laws of their jurisdiction.
3.2. As a result, Defined.ai does not knowingly collect any Personal Data from minors. If Defined.ai becomes aware that it has gathered or received any Personal Data from minors without prior parental consent, it will promptly delete that information.
4. User Obligations
4.1. The User hereby agrees to comply with the following obligations:
a) Provide the Services at the specified time and in accordance with the instructions provided for each Project available on Neevo, exercising due care, adhering to the principle of good faith, and acting in the best of Defined.ai;
b) Provide truthful information about the data requested in the forms available on Neevo. In any case, the User will be fully responsible for any data or Content that it transmits or communicates to Defined.ai;
c) Not to send, upload, distribute or disseminate any Content that infringes industrial and/or intellectual property rights or trade secrets of third parties, nor, in general, any content of which it does not hold, in accordance with applicable legislation, the right to make it available to third parties;
d) Not send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable Content;
e) Refrain from sending, uploading, distributing, or disseminating any Content that breaches or promotes actions in violation of criminal laws, other applicable regulations, or the rights of third parties;
f) Ensure that any Personal Data of third parties included in the Content submitted for the Services is lawfully obtained.
5. Company’s Obligations
5.1. Defined.ai agrees to comply with the following obligations:
a) Pay the Fees within the Term and as provided in this Agreement;
b) Supply all the information, documents, and assistance reasonably required for the User to provide the Services;
c) Comply with any other obligations established in the Agreement.
6. Fees
6.1. Defined.ai will pay the User the amount specified for each Service, as consideration for the Services provided.
6.2. Defined.ai will not be responsible for reimbursing any expenses or costs incurred by the User in providing the Services, unless explicitly stated in each Project.
6.3. The Fees will be disbursed solely through a Paypal verified account, which must be associated to only one account on Neevo. The absence of a Paypal verified account will render the User ineligible to receive any Fees.
7. Term
7.1. The Term of this Agreement shall commence as of the date of the User’s acceptance of a particular Project available on Neevo (“Start Date”).
7.2. The Term will continue until, upon the completion of all Services or the specified end date of each Project, whichever occurs first, unless earlier terminated in accordance with this Agreement (“End Date”).
8. Liability
8.1. Without prejudice to the termination right provided in Clause 8, the User will be liable for all damages, costs and losses caused to Defined.ai or third parties resulting from the User’s breach and/or defective performance of any obligations arising from this Agreement.
8.2. For the purposes of the preceding paragraph, non-compliance with quality standards during the provision of the Services as required under this Agreement will constitute a defective performance of the obligations by the User.
8.3. The User’s liability will be excluded if the breach or defective performance
causing the damage is attributable to Defined.ai.
8.4. The User will be responsible for the payment of any fines or penalties imposed by competent public authorities to Defined.ai for reasons attributable to the User.
8.5. The User will also assume responsibility and indemnify Defined.ai against any claims or liabilities in cases where the Content submitted for the Services contain Personal Data of third parties, and the User has unlawfully obtained such Personal Data.
9. Termination
9.1. Defined.ai reserves the right to terminate this Agreement upon ten (10) days’ written notice without cause.
9.2. Defined.ai may likewise immediately terminate this Agreement in the event of a material or fundamental breach incapable of cure, or in the case of a breach capable of cure, if such breach is not remedied within ten (10) days after receipt of written notice.
9.3. Upon Termination of this Agreement, Defined.ai shall compensate the User on a pro-rata basis for any Fees due and payable for Services completed up to and including the termination date.
9.4. Notwithstanding the provisions in Clause 11, the User retains the right to terminate this Agreement and demand the removal of all Content that include Personal Data from the datasets and any licenses granted to the Defined.ai’s clients. However, the User will bear all costs associated to such requests.
9.5. Upon expiration or termination of this Agreement for any reason, or at Defined.ai’s written request, the User shall promptly:
a) Return to Defined.ai all Content (whether complete or incomplete), along with any hardware, software, equipment, or other materials provided for the User’s use by Defined.ai;
b) Return all tangible documents and materials (including any copies) containing, reflecting, incorporating, or based on Confidential Information;
c) Permanently erase all Confidential Information from all computer systems and devices on which it is stored.
10. Assignment and Subcontracting of Third Parties
10.1. The User will not subcontract the provision of the Services provided in each Project, unless the instructions provided for a given Project determines otherwise.
10.2. The Services will not be fully or partially provided by third parties, replacing the User, unless the instructions provided for a given Project determines otherwise.
10.3. Such instructions will not discharge the User from the provisions of this Agreement.
10.4. The User will be liable for the subcontractor’s actions and for any breach of the
applicable law or the provisions of this Agreement.
10.5. The User does not have the right to assign the rights and obligations arising from this Agreement, unless the instructions provided for a given Project determines otherwise.
11. Intellectual Property Rights
11.1. The User agrees that Defined.ai owns any and all copyright, or any other right of similar nature, in any creation, design, work, database, or any other subject matter that can be protected by intellectual property rights, related rights, sui generis rights, or other similar rights, created or developed in the context of providing the Services by anyone involved in providing them (“Content”).
11.2. User’s Content are considered as the original and exclusive property of Defined.ai, who is the sole owner of all such rights, worldwide and for their entire duration.
11.3. Defined.ai, or a third party that Defined.ai may designate, may exercise these rights by any of the methods of use, which are currently available, or that will be made available in the future, either through technical developments or legislative amendments, regardless of whether it is Defined.ai’s usual activity. The company and/or third party designated by Defined.ai may, without territorial or temporal limitations, use, exploit, license, transfer and/or modify the User’s Content.
11.4. The User guarantees that it will obtain all the permits, authorizations, or documentation, required for the protection/registration of the rights established in this clause. The User will indemnify and hold the Company fully harmless for any damages (including loss of income), expense or cost (including any legal costs) derived from claims or proceedings brought by any third parties regarding Defined.ai’s use and exploitation of the Content.
11.5. The User may not claim any compensation or additional payment from Defined.ai other than the Fees, that already remunerate the Content associated with the Projects and Services under the terms of this Agreement.
12. Confidentiality
12.1. The User will keep secret and confidential the contents of this Agreement and all documentation relating to Defined.ai, as well as any previous or future negotiations relating to it (“Confidential Information”), unless, and only when strictly necessary, any disclosure or use of any Confidential Information by any of the Parties is imposed:
a) to execute and implement the Agreement, and to fulfill the obligations and commitments assumed under it;
b) by law, regulation, or decision of any governmental authority or other authority with powers to which the User is subject to;
c) to comply with any decision or order of a court of government authority binding the User, provided, as far as possible, the User only discloses the Confidential Information, when obliged, after consulting the Company and considering its instructions regarding the date of disclosure and the content of the Confidential Information;
d) on the User that is advised by any consultant regarding the transactions established in the Agreement, provided the disclosure of Confidential Information is (i) essential for the advice and (ii) the User performing the disclosure ensures that the consultant with which it is made is bound to comply with this confidentiality obligation as if expressly obliged to respect it; and
e) to the extent that the Confidential Information has become public because of any action of the Company or with the Company’s consent (except due to any breach of this confidentiality obligation).
12.2. The User is required to return all Confidential Information to Defined.ai or destroy it within ten (10) days after:
a) Completing the Services for a Project;
b) Upon the Company’s written request for such action; or
c) Upon termination or expiration of this Agreement.
12.3. The Parties each expressly acknowledge that the unique nature of Confidential Information renders monetary damages insufficient to remedy by the User, which shall cause irreparable injury to Defined.ai. Defined.ai shall be entitled to seek injunctive relief against any breach or threatened breach of this Section.
13. Data Protection
13.1. By entering into this Agreement, the User confirms that it has read and comprehended the Defined.ai’s Privacy Policy available at https://neevo.ai/privacy/ and its Terms of Use available at https://neevo.ai/legal/ (collectively referred to as the “Notices”).
13.2. The User acknowledges that it accepts and agrees to the terms outlined in the Notices, with particular emphasis on those concerning the collection, processing, and use of their Personal Data, as defined in the Privacy Policy.
13.3. The User is urged to periodically review the Notices to stay informed about any alterations.
13.4. Acceptance of the Notices, as well as the provision and collection of the User’s Personal Data are prerequisites for entering into this Agreement.
14. Assignees and Successors
14.1. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the User and Defined.ai, provided that Confidential Information of the Company may not be assigned without its prior written consent.
15. Limitation of Liability
15.1. In no event will Defined.ai, its affiliates or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with this Agreement.
15.2. The Defined.ai’s liability to the User for any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including but not limited to negligence, invasion of privacy, intrusion upon seclusion or appropriation of name, likeness or voice), breach of contract or otherwise, even if foreseeable, is limited to ten percent (10%) of the Fees paid to the User as compensation.
15.3. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
16. Attorney’s Fees
16.1. The prevailing Party in any action sought to enforce or interpret this Agreement or any provision thereof shall be entitled to recover reasonable attorney’s fees and costs in conjunction with such legal proceeding.
17. Miscellaneous
17.1. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each the Company and the User.
17.2. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington, United States of America, without giving effect to any choice or conflict of law provision or rule.
17.3. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in King County of Washington in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
17.4. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
