TERMS AND CONDITIONS (US)
These Terms and Conditions (“Agreement”) are a legal agreement between you (“You” or “Your”) and Genpact LLC (“Licensor”). This Agreement applies to your use, access, and interaction with the CrowdGig platform, including any mobile applications and any related web-based dashboards or webpages including creation of a user profile and accepting any assignment through the platform as described in Section 1 below (collectively, the “Product”). The Product is licensed, not sold, to You for use only under the terms of this Agreement, unless accompanied by a separate agreement expressly superseding this Agreement signed by both parties, in which case the terms of that separate agreement will govern. Licensor reserves all rights not expressly granted to You hereunder. This Agreement shall govern and control any future updates, modifications, or enhancements made to the Product. Licensor reserves the right to change this Agreement at any time and You agree that Licensor may notify you about changes to this Agreement by posting them on or within the applicable Product, therefore, you should review this Agreement and any updated Agreement(s) before using the Product as this Agreement (and any updates) will become effective from as of the time of such posting.
- Voluntary Assignments, Non-Exclusive:
Use of the Product, making any referrals (as applicable, in Your discretion) and Licensor’s selection of You, and Your subsequent participation in any surveys, projects, and/or data collection questionaries or assignments (collectively, “Assignment”) is completely voluntary. You understand and agree that invitations to participate in any Assignment is at the complete discretion of Licensor. The decision to participate in and/or accept an Assignment is in Your full discretion and You are under no obligation to participate in or accept any Assignments. Once reviewing any Assignment, You may opt not to participate at any time by sending notice to Licensor, provided You understand such election will irrevocably waive any claim to any compensation for such Assignment. Licensor may impose a limitation on the number of Assignments presented to You, in Licensor’s sole discretion. Each Assignment will constitute its own individual freestanding contract between You and Licensor (or its customers, if applicable). Any Assignments are subject to additional terms and conditions (“Assignment Agreement”) that may reference or incorporate this Agreement, as applicable, on an Assignment-by-Assignment basis. Use of the Product or participation in any Assignments is not exclusive. You are in no way restricted from performing similar services for parties other than Licensor, so long as those arrangements do not create any conflict of interest in accordance with the Assignment Agreement.
Any fees, renumeration, or compensation (“Fee”) for an Assignment or referral will be specified in the Assignment Agreement.
- No Offer of Employment or Guarantee of Assignments:
Nothing within this Agreement, any Assignment Agreement, or within the Product shall in anyway make or be deemed to constitute an offer or contract of employment or impose on Licensor an obligation to retain You as an employee. Furthermore, use of the Product in no way promises or guarantees You will be selected for any Assignments, nor are You entitled to any compensation (monetary or otherwise) for use of the Product.
- Independent Contractor:
Your relationship with Licensor is that of an independent contractor, and nothing in this Agreement, or any Assignment Agreement, should be construed to create a partnership, joint venture, agency, or employer-employee relationship. You are not an agent of Licensor and You are not authorized to make any representation, contracting, or commitment on behalf of Licensor. You will not be entitled to any of the benefits that Licensor may make available to its employees, including, but not limited to, life insurance, health insurance, retirement plans, paid time off, or any other employee benefits. You will not be treated as an employee in any way, including but not limited to, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, the Fair Labor Standards Act, federal and state income tax withholding, state unemployment taxes, State Workmen’s Compensation Insurance, federal, state and local wage and hour laws and all wage orders; and similar laws covering the employer-employee relationship. You will be solely responsible for all tax returns and payments required to be filed with any federal, state or local tax authority with respect to Your performance of services and receipt of fees under any Assignment Agreement, if applicable. Licensor will regularly report amounts paid to You by filing form 1099-MISC with the Internal Revenue Service as required by law. Because You are an independent contractor, Licensor will not obtain workers compensation insurance on Your behalf. You agree to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to You, if any, under this Agreement or any Assignment Agreement. You agree to protect Licensor against any claims or liabilities arising out of work performed under this Agreement or any Assignment Agreement and hereby agree to indemnify and to defend Licensor against any and all such taxes or contributions, including penalties and interest.
By accepting this Agreement by electronically indicating You “agree” or “accept” or by clicking or marking the appropriate location below, or by using the Product, You agree to be bound by the terms of this Agreement. Licensor hereby grants a limited, non-exclusive, non-transferable, non-sublicensable, revokable license to use the Product on the mobile device, tablet, and/or computer (collectively, “Device”) that You own or control. You expressly agree to comply with any applicable usage rules set forth in the applicable mobile application store or internet provider terms and conditions (collectively, the “Usage Rules”) solely for purposes consistent with the terms of this Agreement, any Assignment Agreement, and in accordance with applicable laws, regulations, and any instructions provided to You by Licensor, or Licensor’s authorized representatives, as applicable.
- License Restrictions:
- Minor children (persons under the age of eighteen (18) are not permitted to use the Product. By accepting this Agreement or using the Product, You represent and warrant you are at least eighteen (18) years of age.
- You are responsible for keeping your username, password, and Device secure.
- Use of the Product is at Your own risk and the Product shall not be used while operating a motor vehicle or heavy equipment.
- You may not distribute or make the Product available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, sublicense the Product or use the Product as a part of a service desk.
- You agree that the Product and all upgrades, corrections, and enhancements thereto, are and shall continue to be, at all times property of Licensor. You may not copy (unless expressly permitted by this Agreement and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Product or any part thereof, including any updates made to the Product (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Product). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If You breach this restriction, You may be subject to prosecution and damages.
- You may not probe, scan, or test the vulnerability of any of Licensor’s technical systems or networks. You may not utilize a bot, spider, or otherwise crawl, scrape, or cache any content on or in the Product via automated means.
- You may not in any way related to the Product infringe copyrights, trademarks, patents or other proprietary rights of others, including Licensor.
- You may not in any way use the Product to (including transmit to the Product) infringe the privacy rights of others or solicit personally identifying information for the purposes of harassment, exploitation, violation of privacy, or any promotional or commercial purpose including but not limited to “spam” emails or communications.
- You may not use the Product in any, or submit any information, that is unlawful, harmful, discriminatory, or offensive, or otherwise use the Product, directly or indirectly for any illegal or unlawful purpose.
- All rights not explicitly granted by this Agreement are reserved by Licensor.
- Your Representations and Warranties to Licensor:
For any information You submit to Licensor, including enrollment user credentials, or information submitted as part of an Assignment, including photographs, images, or other media, that You provide through or to the Product, You represent and warrant that: (i) You own the information provided to Licensor or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the provision and use of the information on or through the Product does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) You agree to pay for all royalties, fees, and any other monies owed by reason of such information being submitted through or to the Product and for the use rights granted herein; (iv) if you accept any Assignments, you will complete such Assignment in accordance with this Agreement and any related Assignment Agreement, including any instructions included therein; and (v) You have the legal right and capacity to enter into this Agreement, and any Assignment Agreements to perform the services therein described in your jurisdiction.
- Consent to Use of Data and Information Collected:
YOU UNDERSTAND THAT TEXT AND / OR DATA USAGE RATES MAY APPLY FROM YOUR USE OF THE PRODUCT FROM YOUR DEVICE. You expressly agree that You are solely responsible for any and all text and data charges incurred for the use of the Product on Your Device.
In consideration for utilizing the Product, if You provide Licensor with any ideas, suggestions, and/or recommendations for the modification, improvement or enhancement of the Products or any related services or product offerings (“Feedback”) then by providing such Feedback to Licensor, You hereby irrevocably transfer and confer all right, title, and interest to such Feedback to Licensor without any additional consideration or obligation due from Licensor, including any obligations of payment or confidentiality. Licensor may make all use of Feedback consistent with such right title and interest, including but not limited to Licensor’s ability to market, sell, create derivative works from, and otherwise distribute such Feedback without any reference, attribution, or responsibility (monetarily or otherwise) to You. You represent and warrant that any Feedback provided by You shall not infringe third party intellectual property rights, is not subject to open-source licensing obligations, and does not require payment of third party licensing fees.
- Third Party Materials / Services:
The Product may enable access to or make available content, data, information, applications or materials from third-party services and web sites (collectively and individually, “Third-Party Services”). Use of Third-Party Services may require Internet access and that You accept additional terms and conditions from Third Party Services providers. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTY SERVICES FOUND AND/OR ACCESSED THROUGH THE PRODUCT IS SOLELY BETWEEN YOU AND THE THIRD PARTY. By using the Third-Party Services, You acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Licensor does not warrant or endorse, does not assume, and hereby disclaims any and all liability or responsibility to You or any other person for: any Third- Party Services and all such Third Party Services are provided “AS-IS” and solely as a convenience to You.
- Proprietary Information / Limitations:
You agree that the Product contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for the use permitted under this Agreement or an individual Assignment Agreement. No portion of the Product may be reproduced in any form or by any means. You shall not exploit the Product in any unauthorized way whatsoever, including but not limited to: in violation of any law or regulation; by trespass; in violation of the terms of this Agreement; or burdening network capacity. In addition, any logos or branding, including Licensor’s or Licensor’s partners, vendors, or customers are trademarks of Licensor or the applicable trademark owners and may not be copied, imitated, or used in whole or in part without the prior written consent of the trademark owner. In addition, all page headers, custom graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Licensor or applicable partner, vendor, or customer and may not be copied, imitated, or used in whole or in part without prior written permission from Licensor or the applicable owner. The Product and any Third-Party Services (collectively, “Materials”) that may be accessed from, displayed on or linked to from Your Device are not available in all languages or in all countries. The Licensor makes no representation that Materials are appropriate or available for use in any particular location outside the United States. To the extent You choose to access such Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Licensor, and its agents, partners, customers, and service providers, reserve the right to change, suspend, remove, or disable access to the Product at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any Product. The Licensor may also impose limits on the use of or access to the Product, in any case and without notice or
- Inspection; Records:
Licensor may conduct periodic audits of Your activity (via remote access or otherwise) and may contact You to provide documentation regarding usage consistent with the terms of this Agreement, including any suspicion of misuse or abuse. Any violations discovered by Licensor will be subject to immediate action including, but not limited to, immediate suspension of Your access to the Product and termination of this Agreement and any Assignment Agreement. If Licensor determines that You are in violation of the terms of this Agreement, You shall reimburse Licensor for all costs incurred in connection with the inspection(s). Notwithstanding the foregoing, Licensor shall retain all other remedies available to it under this Agreement, or at law or in equity.
You hereby agree to protect, indemnify, defend, and hold harmless Licensor, its affiliates, its subsidiaries, officers, directors, employees, representatives, service providers, customers, suppliers, and distributors (“Licensor Parties”) from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in any way related to (a) use of the Product contrary to the terms of this Agreement; (b) any material breach of the terms of this Agreement; (c) Your negligence, fraud, or willful misconduct; and (d) any infringement of any third party rights by any information and/or images submitted to or through the Product by You or on your behalf.
- NO WARRANTY:
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MATERIALS AND THE PRODUCT AND PARTICIPATION IN ANY ASSIGNMENTS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE MATERIALS AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR PARTIES DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF YOUR DEVICE, ANY MATERIALS, OR THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY / WAIVER:
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR PARTIES BE LIABLE FOR PERSONAL INJURY OR DAMAGE TO PROPERTY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR SAVINGS, BUSINESS LOSSES, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You acknowledge that the information available through the Product may include personally identifiable information and it is Your obligation to keep all such accessed information confidential and secure. Accordingly, You shall (a) ensure that You shall (i) not obtain and/or use any information from the Product for personal reasons, or (ii) transfer any information received through the Product to any party except as permitted hereunder; (b) keep all user identification numbers, and related passwords, or other security measures (collectively, “User ID”) confidential and not share a User ID; (c) not create multiple User IDs or multiple profiles, including for the purpose of gaining more Assignments (d) in addition to any obligations hereunder, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Product or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (e) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Product; (f) be capable of receiving the Product where the same are provided utilizing “secure socket layer”, or such other means of secure transmission as is deemed reasonable by Licensor; and (g) not access and/or use the Product via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Licensor. In the event You learn or have reason to believe that User IDs, the Product, or any information related thereto have been misused, disclosed, or accessed in an unauthorized manner or by an unauthorized person or contrary to any terms of this Agreement (a “Security Event”), You shall provide immediate written notice to the via email to CSIRT@genpact.com. In the event of a Security Event, Licensor may, in its sole discretion, take immediate action, including suspension or termination of Your account, without further obligation or liability of any kind.
- Export Restrictions:
You may not use or otherwise export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Product for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
- Commercial Items:
The Materials, Product, Services, and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Any controversy, claim or counterclaim, arising out of or in connection with this Agreement will be resolved by binding arbitration under this Section and the then-current American Arbitration Association (“AAA”) Commercial Rules, WITH THE EXCEPTION THAT ANY ARBITRATION WILL BE CONDUCTED AND RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS-WIDE, MULTIPLE PLAINTIFF OR SIMILAR BASIS. In the event any court, arbitrator or panel of arbitrators rules that the foregoing limitation is invalid, then, arbitration shall not be available and is expressly precluded as a method of conducting and resolving disputes arising under this Agreement. The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the respective industry and is an attorney. The arbitrator’s award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Each party will bear its own attorneys’ fees and other costs associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys’ fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the state as specified in this Agreement.
- Time Limitation on Claims:
You agree that any claim you may have arising out of or related to Your use of the Product, any Assignment, or against Licensor must be filed within one (1) year following the event that gave rise to such claim, otherwise such claim is permanently barred.
- Use of Affiliates:
You acknowledge and agree that the Product may be provided by affiliates of Licensor and other third-party service providers.
This Agreement and licenses granted herein are personal in nature and may not be assigned by You, in whole or in part, without the prior written consent of Licensor. An assignment includes without limitation the dissolution, merger, consolidation, reorganization, sale or other transfer of assets. Any assignment without the prior written consent of Licensor shall be void. Licensor reserves the right to assign this Agreement and the rights and obligations under this Agreement to any successor in interest to Licensor or to the purchaser of any assets of Licensor. This Agreement shall be binding on the party’s heirs, administrators, successors and assigns.
- Terms Related to Stripe:
To the extent applicable, payment processing services are provided by Stripe the following additional terms apply: Payment processing services for users on are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (https://stripe.com/legal) (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a user of the Product, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Your use of the Product, enabling payment processing services through Stripe, You agree to provide accurate and complete information about You and your business, and You authorize Licensor to share it and transaction information related to your use of the payment processing services provided by Stripe.
Those provisions of this Agreement that by their terms, nature or sense survive any termination or expiration of this Agreement shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, compensation (if any) or services, and disclaimer of warranties. The failure or delay by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of any such right, power, or remedy. If any provision of this Agreement is held to be unenforceable or contrary to law in a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the original objective of the provision to the fullest extent allowable by law and the remaining provisions shall continue in full force and effect. The headings are inserted for reference only and shall not impact the interpretation of this Agreement. The laws of the State of Texas, excluding its conflicts of law rules, govern this Agreement. Your use of the Materials may also be subject to other local, state, national, or international laws. Licensor may indicate that you are a customer or user of the Product. However, You shall not name Licensor or refer to the use of the Product or other Products or services in any publication, news release, advertisement, or promotional or marketing materials without Licensor’s prior written consent.
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