Please take time and carefully read through this Agreement. You may only use the Service on behalf of a company with the advance written authority of that company. You, or the company on whose behalf you are using the Service, are referred to in this Agreement as “you,” “your” or “User.” The Service is owned and operated by Premise Data Corporation (“PDC”). If you find anything in this Agreement confusing, please email PDC at [email protected].
THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, DO NOT CREATE AN ACCOUNT AND DO NOT USE OR ACCESS THE SERVICE.
The Service may only be used by persons at least 18 years of age or who are at least the age of majority in the state or country where the person resides at the time of creating an account to use the Service and where the person is completing any Task (defined below).
CONDITIONS FOR ACCESS AND USE
As a condition of receiving any consideration under this Agreement, User hereby certifies that neither User nor any person engaged by User to provide services under this Agreement:
(1) is domiciled or resident in Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine/Russia, or any other country or territory that becomes subject to comprehensive sanctions imposed under the U.S. Department of Treasury’s sanctions programs (Information about such programs is available at: Sanctions Programs and Country Information); or
(2) is subject to trade restrictions imposed by the U.S. Government, including but not limited to restrictions imposed by the U.S. Department of Treasury under the sanctions programs, as well as by the U.S. Departments of Commerce and State under the U.S. export control laws. The consolidated screening list of parties subject to such restrictions is available at: Consolidated Screening List.
PDC takes fraud prevention and legal compliance seriously. As a condition of being qualified to sign up for and complete Tasks (defined below), User acknowledges and agrees that PDC may conduct background and security checks, as it deems appropriate and in its sole discretion.
User hereby further certifies and attests that:
(1) User is not identified on any list of prohibited parties such as, for example, the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country if you are located outside the United States and EU; and
(2) User is not owned or controlled by, or acting on behalf of, a person or entity on any of the lists described above; and
(3) User is not otherwise restricted from receiving payments from, or performing services for, PDC under any applicable U.S., EU and/or other laws or regulations; and
(4) User does not support and is not associated with or actively involved in any terrorist activities; and
(5) User will not provide any support (financial or non-financial) to any individual or organization, including without limitation those individuals and entities designated by the State Department under Executive Order 13224, that is associated with terrorist activities as a result of obtaining any financial remuneration from their relationship with PDC; and
(6) User, whether acting on User’s own behalf or on behalf of a legal entity, is at least 18 years of age (or is the legal age of majority where User resides and is completing any Tasks (defined below)), and User is legally permitted to use the Service and takes full responsibility for the selection and use of the Service.
Failure to satisfy any of the foregoing conditions may result in civil liability to PDC or other parties, or may be a crime. Further, failure to satisfy any of the foregoing conditions will result in immediate termination of this Agreement, the forfeiture of any consideration that otherwise may be owed due to completion of Tasks (defined below) as permitted by law, an arbitration, claim or other legal proceeding pursuant to the terms of this Agreement, and notification to the proper authorities.
Subject to the terms of this Agreement and compliance therewith, PDC will provide User with the Service – for use by User only in accordance with all documentation and other written instructions provided by PDC (including, without limitation, as may be posted by PDC on the Site, distributed through the App, or specified in Task descriptions).
User acknowledges that the Service will sometimes be down for maintenance and updates. After these updates you may find new features added or existing features removed.
User shall be responsible for obtaining and maintaining any equipment or services needed to connect to and access the Service, including, without limitation, internet access, wifi service, instant messaging services, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or services are compatible with the Service.
User is responsible for all expenses associated with use of the Service and completing Tasks (as defined below), including but not limited to internet subscription fees, internet access fees, wifi access fees, text or instant messaging fees, cellular or other wireless telecommunications service fees, software or equipment upgrades, and data transmission fees.
TASKS, CONSIDERATION, CASH OUT MINIMUMS AND DEADLINES, FEES AND TAXES
Users who download the App may sign up to complete a survey, or to undertake a locate or explore project (the “Task”). The requirements for each Task, including the activity to be completed, the timing, the location and the form of the deliverable (such as a survey response, information observed at a location, a photo or video), are specified in the Task notice, and are incorporated herein by reference. The Task notice also specifies whether and what consideration will be added to the user’s balance upon completion and approval of the Task submission. Consideration is made available pursuant to the express terms of this Agreement once the Task is completed in compliance with this Agreement and verified/approved (the “Task Completion”). No employment relationship is established by signing up for or completing Tasks.
Cash-Out Process and Minimum. Users must select a means to receive their consideration from the choices available through the App where they reside and complete the Task. PDC uses third party services to facilitate the process, such as Mobile Top-Up, PayPal, Coinbase and Payoneer. Services used to manage the process typically have a minimum cash out amount. This means that you will not be able to cash out until you completed enough Tasks to meet the minimum amount. The amount is disclosed in the App when you sign up for the payment service, and these amounts may vary by country. The cash out amounts are subject to change by the third-party service provider or PDC. You are encouraged to check the cash out minimum amounts disclosed in the App periodically to identify any changes.
Time Limits for Cash-Outs. For any Task completed on or after April 1, 2022, Users must cash-out their consideration within six months of receiving notice of Task Completion (the “Cash Out Period”). For any Task completed prior to April 1, 2022, Users must cash-out their consideration no later than March 31, 2023 (the “Extended Cash Out Period”). Failure to cash out during the applicable Cash Out Period or Extended Cash Out Period may result in fees, forfeiture or both, as specified in this Agreement. Users can monitor the aging of consideration available to them by reviewing their Task history on the App, and identifying the Task Completion date and the Task consideration amount, if any.
Fees for Delayed Cash-Outs. If any User fails to cash out available consideration prior to expiration of the applicable Cash-Out Period or Extended Cash Out Period (the “Aged Funds”), PDC may charge a fee against the Aged Funds of US$1 per year for each year the Aged Funds have not been cashed out.
Exception to Cash-Out Deadlines: If User is unable to cash out because PDC has not made enough Tasks available in the geographic region where User created User’s account with PDC to allow User to reach the cash out minimums set by the third-party payment service or PDC within the applicable time limits (the Cash Out Period or the Extended Cash Out Period), User may contact PDC at [email protected] to request relief from the cash-out deadlines and/or fees. PDC may, in its sole discretion, (1) waive the fee for any period of time, or (2) arrange for the User to be paid by an ACH or wire transfer or other payment means determined by PDC if the User provides sufficient information for PDC to verify the User’s identity and sufficient account information for the transfer, such payments to be made in the currency specified in the Task.
If User believes PDC made an error related to User’s consideration, User should contact PDC at [email protected] for support.
User is not an employee of PDC. User is responsible for all taxes or duties associated with use of the Service and any consideration received following completion of a Task. PDC may send Users tax documents, such as a Form 1099 in the United States.
AMENDMENTS, MODIFICATIONS AND SUSPENSIONS
PDC may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. PDC may also impose limits on certain features of the Service or restrict User’s access to parts or all of the Service without notice or liability.
PDC reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, the Platform or through the App, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by User following such notification constitutes User’s acceptance of the terms and conditions of this Agreement as modified.
APP, SITE AND PLATFORM CONTENT AND INTELLECTUAL PROPERTY
User agrees that all content, such as trademarks, text, graphs and graphics, data, metrics, logos, button icons, images, audio clips, digital downloads, data compilations, materials and software, and the like (collectively, “Content”) provided by PDC via the Service or otherwise made available by PDC through the App, Site or Platform are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by PDC in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content, and agrees not to use PDC’s trademarks except to refer to PDC or its products and services. User may print or download a limited reasonable number of copies of the Content from the App, Site or Platform for User’s own noncommercial informational purposes so long as User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content, materials or design elements on the App, Site or Platform for any other purpose is strictly prohibited without the express prior written permission of PDC.
Use of Content for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved.
Except as expressly set forth herein, PDC alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service. All Content included on the App, Site or Platform is the property of PDC or its Content suppliers. The compilation of all Content on the App, Site or Platform is the exclusive property of PDC.
This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, any Content or any intellectual property rights.
User acknowledges and agrees that if User contributes Content to the App, Site or Platform, or provides Content in connection with a Task (“User Content”), PDC (and its successors and assigns) is hereby granted a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit and sublicense such User Content (including all related intellectual property rights), for any purpose, and to allow others to do so (including any party that engaged PDC to manage the Tasks). User waives any moral rights to or rights of publicity in the User Content, if any, and any right to attribution that User may have. PDC reserves the right to remove any User Content from the App, Site or Platform at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.
User represents and warrants that (i) User has all right, power and authority to contribute all of User’s User Content to PDC and the App, Site and Platform, and grant the foregoing license and related rights and waivers, (ii) the User Content does not infringe or violate the rights of any third party and/or create a liability for PDC, its employees, contractors, officers, directors, agents or affiliates, or third parties that engage PDC to manage the Tasks, (iii) the User Content and completion of any Tasks will not be in conflict with any obligations User has to any third party, and (iv) neither the User Content, nor the contribution thereof, violates any laws or regulations.
User hereby grants PDC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right to fully exploit and sublicense, for any purpose, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Service, including all related intellectual property rights (collectively, the “Feedback”). If User chooses to give PDC Feedback, PDC may act on the Feedback without any obligation or consideration. Any Fedback provided shall be deemed non-confidential, and PDC shall be free to use such information on an unrestricted basis. User waives any moral rights to or rights of publicity in the Feedback, if any, and any right to attribution that User may have.
You represent that any Feedback you provide to us does not violate the rights of any third party, including copyright, trademark, privacy or other rights.
USER HARDSHIP, SAFETY AND AVOIDING RISKS
PDC may, in its sole discretion, assist User if User suffers a hardship in the furtherance of completing Tasks. For instance, such a hardship might include obtaining new equipment, replacing lost or damaged equipment, or compensation for serious bodily injury, personal property damage, lost work, or fines or penalties. To request such assistance, please contact PDC at [email protected].
Safety and full compliance with the law are priorities at PDC. Users at all times should act in a manner that is safe and responsible for themselves and others, and that does not put the User or any third party at risk of bodily harm or damage to property of any kind. PDC does not in any way encourage or endorse actions that risk bodily injury, invasion of privacy, or property damage. Users must at all times comply with the law, and shall not trespass, engage in illegal acts, or do anything that is unsafe or puts the User or others at risk of any kind.
User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of PDC or others.
User also agrees not to do any of the following:
REGISTRATION AND SECURITY
As a condition to reviewing or completing any Tasks, User is required to download the App, create an account, provide year of birth, and allow access to certain smartphone features including location services. Depending upon where the User is located, the User will be required to (i) provide Google or Apple credentials, or (ii) register with PDC and select a password and username (“PDC User ID”).
As a condition of using a Platform, User may be required to create an account, including to provide name, year of birth, address and contact information (phone and email), and also required to select a password and PDC User ID.
User shall provide PDC with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account.
User may not (i) select or use as a PDC User ID a name of another person with the intent to impersonate that person; (ii) use as a PDC User ID a name subject to any rights of a person other than User without appropriate authorization; or (iii) use another person’s credentials or in any way impersonate another person. PDC reserves the right to refuse registration of or cancel a PDC User ID or other registration in its discretion.
User shall be responsible for maintaining the confidentiality of User’s PDC password and other account information.
Any User who registers with PDC from outside the United States agrees not to use the App or otherwise access the Service from within the United States.
User is responsible for all of User’s activity in connection with the Service. To the extent permitted by law, User shall defend, indemnify, and hold harmless PDC, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that were not caused by PDC’s own negligence or wrongful conduct and that arise from User’s (i) use or misuse of the Service; (ii) access to any part of the Service, or (iii) violation of this Agreement.
EXCEPT AS OTHERWISE REQUIRED BY LAW, THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE APP, SITE, PLATFORM AND ANY SOFTWARE) IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PDC MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. PARTICULARLY, PDC MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY DATA PRESENTED VIA THE SERVICE. USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK.
THE LAWS IN CERTAIN STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL PDC, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY DATA OR OTHER INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY DATA OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY DATA OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S. Dollars) (PROVIDED THAT, IF USER HAS PAID FOR A SERVICE OR FEATURE, AND SUCH PAYMENT IS MORE THAN $100.00 (U.S. Dollars) THE LIABILITY CAP SHALL BE INCREASED TO SUCH AMOUNT). In addition, PDC shall not be liable for any loss or liability resulting, directly or indirectly, from User’s inability to access or otherwise use the Service (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems or utility failures).
THE LAWS IN CERTAIN STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS AND EXCLUSIONS IN THE PRECEDING PARAGRAPH DO NOT APPLY TO RESIDENTS OF NEW JERSEY.
PDC may terminate User’s access to all or any part of the Service at any time, with or without cause, effective upon termination of your account (provided that, if PDC determines there may be an immediate threat to PDC, it may terminate such access without notice).
User may terminate User’s account and registration with PDC at any time by deleting the App from the User’s devices, stopping use of the Service and contacting PDC at [email protected]
Upon termination, User will no longer access (or attempt to access) the Service.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, the dispute resolution, jurisdiction and choice of law provisions (including waiver of trials and class actions), Content ownership provisions, warranty disclaimers and limitations of liability.
DISPUTE RESOLUTION, JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof.
The parties agree to personal jurisdiction in San Francisco, California. For any matters that are not subject to arbitration, or to compel arbitration or to confirm, modify, vacate or enter judgement on the award of the arbitrator, the parties agree to personal jurisdiction and venue in the state and federal courts located in San Francisco, California.
Except as expressly provided herein, any dispute, claim or controversy arising out of or related in any way to this Agreement, the App, Site, Platform or the Services, or marketing thereof, including the determination of the scope or applicability of this agreement to arbitrate and claims that accrued before you entered this Agreement, shall be resolved by arbitration in accordance with the rules and procedures of JAMS, Inc. (“JAMS”) that are in effect at the time the arbitration is commenced. The only claims not covered by arbitration are claims regarding the infringement, protection or validity of your, PDC’s or PDC’s licensors’ trade secrets, copyrights, trademark or patent rights.
This agreement to arbitrate shall survive termination of this Agreement. The arbitration shall be before a single arbitrator. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any damages contrary to the terms of this Agreement. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, JAMS will facilitate appointment of an arbitrator pursuant to its rules then in effect. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall be initiated and take place in San Francisco, California, using the English language, unless otherwise agreed by the parties, and may be conducted virtually. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND PDC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
You hereby acknowledge and agree that you are not an employee, agent, partner or joint venture party with or of PDC, and you do not have any authority of any kind to bind PDC in any respect whatsoever.
PDC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond PDC’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable or sublicensable by User except with PDC’s prior written consent. PDC may transfer, assign or delegate this Agreement and its rights and obligations without consent.
Except as expressly set forth otherwise herein, both parties agree that this Agreement (as supplemented by the specific terms of any Task that User undertakes, any PDC rule, procedures or policies in effect during the term of the Agreement, and the policies and rules of the app platform from which User obtained the App) is the complete agreement of the parties. If there is a conflict between this Agreement and an earlier agreement or policy, then the terms of this Agreement control. All modifications must be in a writing signed by both parties, except as otherwise provided herein.
User shall comply at User’s expense with all applicable federal, state and local laws, including income tax laws.
This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Effective Date: February 1, 2022