Spare5 Community Terms of Service
Last updated: December 17, 2019
Hello, Providers of Insights! We aspire to build a great community of people who enjoy exercising their hobbies, passions and interests in snippets of their free time. Since you are seeking to join this community, we thought we’d lay out the fine print that our lawyers assure us is vital. Please give it all a careful read and make sure you’re on board before you use our application and all the things we have to offer. And if you are good with it all, we most heartily welcome you, and invite you to help us build something truly special. We hope you will enjoy the money you may earn (although there are no guarantees of course!), as well as the pleasure of contributing, improving and having some fun along the way.
This Mighty AI – Spare5 Terms of Service and Use Agreement (the “Agreement”), is a contract between you (“you,” “your,” or “Service Provider,” to the extent you open an Account (defined below) to perform Tasks (defined below)) and Mighty AI, LLC (together with its parents and affiliates, “Mighty AI,” “we,” “our” or “us”). This Agreement governs your access to and use of the Spare5 website, located at spare5.com (the “Site”), the Spare5 mobile application (the “App”), and all information, content, products, software and other materials made available to you on or through the Site and the App (collectively, the “Spare5 Services”). This Agreement does not apply to business and corporate entities that want to leverage the Spare5 Services in order to avail themselves of our mobile-optimized, on-demand insights platform (“Customers”); each Customer’s use of the Spare5 Services shall be subject to a separate written agreement between Mighty AI and the Customer, or the Mighty AI Customer Terms of Service, as applicable.
THIS AGREEMENT REQUIRES THE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ SECTION 12 BELOW FOR MORE INFORMATION.
You must be at least 18 years old and capable of forming a binding contract with us to use the Spare5 Services. If you are under 18 years old, you may not use the Spare5 Services.
We may update the Agreement at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Agreement on the Site, the App or through other communications. It’s important that you review the Agreement whenever we update it because if you continue to use the Spare5 Services after we have posted the updated Agreement on the Site, you are indicating to us that you agree to be bound by the updated Agreement. If you don’t agree to be bound by the updated Agreement, then you may not use the Spare 5 Services anymore. Because our Spare5 Services are evolving over time, we may change or discontinue all or any part of the Spare5 Services, at any time and without notice, at our sole discretion.
1. DESCRIPTION OF SERVICES
Customers can make a request of Mighty AI via their use of the Spare5 Services. Examples of such requests include rating of an image and conducting a survey. We may then assign a portion of such request to you (via your Account) as a “Task” and if you accept the assigned Task, you agree to provide Mighty AI with a tangible, complete deliverable of the performance of the applicable Task (“Task Result”). By way of illustration, a Task Result could be a written report of survey results or a list of words used to describe a particular image. You agree that we make no guarantee that any Tasks will be assigned to you and consequently there is no guarantee that you will be paid any Task Fees (defined below) under this Agreement.
2. REGISTRATION; ACCOUNT CREATION; PASSWORDS
In order to become a Service Provider, you must register and create an account with us (an “Account”). At the time you create an Account, you will be required to provide us with, at a minimum, your full legal name, date of birth, a valid email address, your phone number, and your postal address. You may also be asked to provide certain other information, such as your a government identification, credit card, PayPal or bank account number and related information (“Billing Information”), at the time of registration or afterwards. You agree to provide us with true and accurate information, and to update that information immediately to the extent it changes in any way. If you don’t, we might have to suspend or terminate your Account. When you register or update your information, you agree that you will not impersonate any other person or use a name that you are not legally authorized to use.
At the time of registration, you will be required to establish a password for your Account. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third parties, and you are solely responsible for any use of, or action taken under, your password through the Account. If your password becomes compromised, you must change your password and notify us immediately of any unauthorized access to or use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
You may not create more than one Account unless specifically authorized by Mighty AI. You may not (a) work on Tasks using more than one Account, or (b) permit any person other than yourself to work on Tasks assigned to your Account.
3. LICENSE TO AND USE OF SPARE5 SERVICES; CONFIDENTIALITY
Subject to your compliance with all of the terms and conditions of this Agreement, Mighty AI grants to you, for each Task, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Spare5 Services for the sole and explicit purpose of performing and completing the Task as set forth in this Agreement and only in accordance with applicable law. The foregoing license shall begin upon assignment of the Task to you and shall expire upon the earlier of (a) you completing the Task and providing the Task Result to Mighty AI or (b) you ceasing work on the Task.
Upon assignment of the Task to you, you will receive and interact with “Task-Related Confidential Information” belonging to Mighty AI or other persons or companies, particularly Mighty AI Customers. Task-Related Confidential Information includes, but is not limited to, images and associated information received with the Task, the Spare5 Services and any information accessed through the Spare5 Services, and the resulting Task Result. You covenant and agree that you will not share any Task-Related Confidential Information, including the nature or specifics of any Tasks, with anyone else and will hold any information contained in or derived from your Tasks in strict confidence, except only as explicitly allowed by Mighty AI in writing. You shall not maintain copies of any Task-Related Confidential Information after completion of the associated Task. All rights not expressly granted to you in this Agreement are reserved and retained by Mighty AI or its licensors. Without limiting the foregoing, you MAY NOT:
- Attempt to decipher, decompile, disassemble or reverse engineer or attempt to interfere with the operation of any part of the Spare5 Services or Proprietary Rights;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any Personal Information (as defined below) from the Spare5 Services from other users of the Spare5 Services;
- Use any data mining, robots, or similar data gathering and extraction tools to access the Spare5 Services or obtain content, data or information from the Spare5 Services, or access the Spare5 Services by any means other than the interfaces provided by Mighty AI;
- Attempt to probe, scan or test the vulnerability of any Mighty AI system or network or breach any security or authentication measures;
- Access, tamper with, or use non-public areas of the Spare5 Services or our computer systems;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mighty AI or any of Mighty AI’s providers or any other third party (including another user) to protect the Spare5 Services;
- Attempt to access or search the Spare5 Services or Proprietary Rights or download any content from the Spare5 Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, datamining tools or the like) other than through the standard means with generally available third-party web browsers;
- Sell, rent, lease, or license the Spare5 Services or access to the Spare5 Services, or otherwise exploit the Spare5 Services for any commercial purpose that is not expressly permitted by us;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Spare5 or Mighty AI trademark, logo, URL or product name without our express written consent;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Spare5 Services or Proprietary Rights to send altered, deceptive or false source-identifying information;
- Use, display, mirror or frame the Spare5 Services or any individual element within the Spare5 Services, Mighty AI’s name, any Mighty AI trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- Post on or transmit to or through the Spare5 Services any false or misleading information;
- Post on or transmit to or through the Spare5 Services any logos, trademarks or service marks of any third party unless you have obtained authorization from such third party or are otherwise authorized to do so by applicable law;
- Post on or transmit to or through the Spare5 Services, as a Task Result or otherwise, any content or statement that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Post on or transmit to or through the Spare5 Services any virus, worm, trojan horse, malware, spyware, adware or other malicious programs or codes;
- Impersonate, or misrepresent your affiliation with, any person or entity;
- Use the Spare5 Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by the terms of this Agreement;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Spare5 Services, we have the right to do so for the purpose of operating the Spare5 Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects the Spare5 Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
This Agreement is not intended to and does not transfer any ownership rights in the Spare5 Services or any Mighty AI work of authorship, copyright, trademark, service mark, patent or other intellectual property right.
The license granted to you by Mighty AI hereunder shall terminate immediately if you fail to comply with any of the terms or conditions of this Agreement.
4. Personal Information and Privacy
In connection with a Task, a Service Provider may have access to and/or processes personally identifiable information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context (“Personal Information”). You agree and acknowledge that you will be provided such access (i) for limited and specified purposes (as a Subprocessor) to perform a Task acting on behalf of Mighty AI (as Processor) and its Customers (as Controller) and (ii) in accordance with the requirements of all applicable state, local, federal and other national or provincial laws and regulations applicable to Service Provider or communicated by Mighty AI relating to data security, confidentiality, privacy and breach notification, including but not limited to, the European Union Data Protection Directive (95/46/EC) (“EU Directive”) and the European Union General Data Protection Regulation (“GDPR”). As a Subprocessor under this agreement as defined under the GDPR, Service Provides agrees to abide by all associated Subprocessor obligations therein.
During and following the completion of a Task, Service Provider shall:
- Not otherwise access, use, disclose, or transfer and personal information accessible in connection with the Spare5 Services other than as required to perform an assigned Task and permitted by this Agreement;
- Not print, copy, store and/or otherwise maintain a copy of any information related to a Task, including any personal information, belonging to Mighty AI or its Customers or relating to the Spare5 Services;
- Use encryption, similar to browser encryption, in connection with any transfer, communication, remote access or wireless connectivity to the Spare5 Services or storage of any Mighty AI information; and
- Notify Mighty AI at firstname.lastname@example.org as promptly as possible, but in no event later than 24 hours from a determination that a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise processed by a Service Provider.
5. RELATIONSHIP OF THE PARTIES
Service Providers perform Tasks in their personal capacity as an independent contractor and not as an employee of Mighty AI or its Customers. Neither this Agreement nor any registration for or use of the Spare5 Services will be construed as creating or implying any relationship of agency, franchise, partnership, joint venture or employer-employee between you and Mighty AI. Service Providers are not employees or agents of Mighty AI, and Mighty AI is not responsible for any tax or withholding with respect to Service Providers, including, but not limited to, workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, any other employee wage benefits, or employer’s liability, social security or payroll withholding tax in connection with the provision of services by a Service Provider. For the purposes of this Agreement, you will be a Subprocessor for the purposes of European Regulation 2016/679 General Data Protection Regulation and will abide by all associated subprocessor obligations therein.
We may verify information provided to us by you, but have no obligation to do so. We do not perform background or credit checks on Customers or Service Providers, but we reserve the right to do so in accordance with applicable law. We may provide information to you about Customers or other Service Providers. However, any such information will be based solely on information provided to us by the Customer or Service Provider, as applicable, and is not a guarantee, warranty or endorsement regarding the Customer or Service Provider.
6. TASK RESULTS; SERVICE PROVIDER CONTENT & FEEDBACK
6.1 Task Results. “Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, data rights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, inventions, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected. You agree that all rights, including Proprietary Rights, in a Task Result created by you shall be owned by Mighty AI. Service Provider agrees to convey, transfer, and assign and hereby conveys, transfers and assigns to Mighty AI any and all Proprietary Rights in and to the Task Result. To the extent under applicable law that such Task Result or related Proprietary Rights cannot be assigned by Service Provider to Mighty AI, Service Provider hereby irrevocably grants and agrees to grant to Mighty AI an exclusive, perpetual, sublicensable, irrevocable, unlimited, worldwide, fully-paid license to use, reproduce, modify, create derivative works based upon, perform and display publicly, make, have made, sell, offer to sell, import and otherwise exploit the Task Results in any manner in which Mighty AI sees fit, now known or hereinafter created. Task Results are also the confidential information of Mighty AI, and you covenant and agree that you will not share any Task Results with anyone else and will hold any Task Results in strict confidence to the extent you have access to such Task Results. You shall not maintain copies of any Task Results after submitting the Task Results to Spare5.
6.2 Service Provider Content. Mighty AI may, in our sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Mighty AI through the Spare5 Services textual, audio, and/or visual content and information, including commentary and feedback related to the Spare5 Services, initiation of support requests, and submission of entries for competitions and promotions ("Service Provider Content"). Any Service Provider Content provided by you remains your property. However, by providing Service Provider Content to Mighty AI, you grant Mighty AI a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Service Provider Content in all formats and distribution channels now known or hereafter devised (including in connection with the Spare5 Services and Mighty AI’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all Service Provider Content or you have all rights, licenses, consents and releases necessary to grant Mighty AI the license to the Service Provider Content as set forth above; and (ii) neither the Service Provider Content, nor your submission, uploading, publishing or otherwise making available of such Service Provider Content, nor Mighty AI’s use of the Service Provider Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide Service Provider Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Mighty AI in its sole discretion, whether or not such material may be protected by law. Mighty AI may, but shall not be obligated to, review, monitor, or remove Service Provider Content, at Mighty AI’s sole discretion and at any time and for any reason, without notice to you.
6.3 Release. You hereby agree that, for the consideration you receive through the Spare5 Services and by providing us any Task Results, Service Provider Content and Feedback, you understand that all works provided within the Task Results will be owned exclusively by Mighty AI. Furthermore, you hereby waive any right to any intellectual property or other claim of ownership in or related to any Task Results, and agree not to sue Mighty AI and irrevocably, unconditionally and entirely release and hold Mighty AI and any of its assigns harmless from all manner of liabilities, claims or demands of any kind or nature you may have against Mighty AI and its assigns with respect to any rights you may have in the Task Results and Service Provider Content, including but not limited to rights of privacy, publicity, copyright, or any claims for defamation.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
6.4 Perfection. In order to ensure that Mighty AI will be able to acquire, perfect and use all Task Results and related Proprietary Rights, Service Provider agrees, upon request by Mighty AI, to sign any documents to assist Mighty AI in the documentation, perfection and/or enforcement of its rights in the Task Results and Service Provider Content and to undertake and perform all such other acts as are reasonably necessary for recording, perfecting, securing, defending, and enforcing such Task Results and Service Provider Content and related Proprietary Rights, in any and all countries; provided, however, that you shall not be required to incur any material costs in undertaking and performing such acts unless Mighty AI agrees to reimburse you.
7. FINANCIAL TERMS
7.1 Task Fee. The amount that you will be paid in exchange for satisfactory completion of a Task, as determined by Mighty AI in its sole discretion, (“Task Fee”) will be communicated to you before you accept the Task. To the extent applicable, all Task Fees paid to you will be inclusive of VAT.
7.2 Disbursements to Service Providers. As a Service Provider, you will be required to provide an email address for a valid PayPal account. Within seven (7) days of completion of a Task by you to the satisfaction of Mighty AI, as determined in its sole discretion, Mighty AI will deposit an amount equal to the Task Fee for such completed Task to your PayPal account of record. For clarification, and not by way of limiting the foregoing, you will not be paid for incomplete Tasks or for Tasks that are of consistently poor quality, that are not completed to the satisfaction of Mighty AI, or that otherwise violate our Community Guidelines or this Agreement. Mighty AI will make a disbursement only after the amount payable exceeds 1 U.S. Dollar, even if that results in multiple Tasks being unpaid until they exceed $1.00 USD in aggregate. You are solely responsible for any payment processing fees PayPal may impose on you.
7.3 Inactive Account Balances. If you establish an account as a Service Provider and have completed a demographic survey that paid you $.10, but you do not earn additional funds by completing Tasks within 6 months of the logged completion date of the original survey, Spare5 Services will reverse the $.10 balance and deduct this amount from your account.
8. DISCLAIMER OF WARRANTIES
THE SPARE5 SERVICES ARE PROVIDED BY MIGHTY AI ON AN “AS IS” AND “AS AVAILABLE” BASIS. MIGHTY AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SPARE5 SERVICES. YOU AGREE THAT YOUR USE OF THE SPARE5 SERVICES IS AT YOUR SOLE RISK. MIGHTY AI MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SPARE5 SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MIGHTY AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE.
9. LIMITATION OF LIABILITY
MIGHTY AI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATED TO YOUR USE OF THE SPARE5 SERVICES, WHETHER IN TORT OR CONTRACT. IN NO EVENT WILL MIGHTY AI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SPARE5 SERVICES EXCEED THE GREATER OF THE AMOUNTS PAID TO YOU FOR YOUR TASKS IN THE PRECEDING TWELVE (12) MONTHS OR ONE HUNDRED DOLLARS ($100).
CERTAIN STATE LAWS 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 MAY HAVE ADDITIONAL RIGHTS.
You will indemnify and hold harmless Mighty AI and its employees, directors, agents and representatives from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Task Results; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Spare5 Services.
11. TERM AND TERMINATION
This Agreement will become effective upon the earlier of your first visit to the Site or use of the App or Spare5 Services and will remain in effect until terminated. Unless both you and Mighty AI agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, with or without cause, upon written notice. In the event you properly terminate this Agreement, you may no longer access your Account or access the Spare5 Services.
Without limiting Mighty AI’s other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Task, or your access to the Spare5 Services, and refuse to provide any or all Spare5 Services to you if: (a) you breach any terms and conditions of this Agreement or any other policies or procedures which Mighty AI has made you aware of; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may (x) cause legal liability for Mighty AI, you, a Customer or a Service Provider, or (y) may involve illicit or illegal activity. Once you have been informed that your Account is suspended or terminated, you must not continue to use the Spare5 Services under the same Account or a different account or reregister under a new account without Mighty AI’s prior express written consent.
This sentence and the following sections survive any termination of this Agreement: 4, 6, 7.2, 8-10, 12, 13, 15 and 16.
12. ARBITRATION AGREEMENT
By agreeing to the Agreement, you agree that you are required to resolve any claim that you may have against Mighty AI, on an individual basis in arbitration, as set forth in this Arbitration Agreement.
12.1 Mandatory Arbitration of Disputes. You agree that any dispute, claim or controversy arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Spare5 Services at any time (collectively, "Disputes") will be settled by binding arbitration between you and Mighty AI, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Mighty AI are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Mighty AI otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
12.2 Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Employment Arbitration Rules and Mediation Procedures (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
12.3 Arbitration Process. Prior to initiating an arbitration, you and Mighty AI each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to Mighty AI must be sent to Mighty AI, Attn: Legal Department, 1455 Market Street, Suite 400, San Francisco, California 94103. Neither party shall initiate arbitration until 30 days after the notice is sent.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. A party initiating an arbitration against Mighty AI must send the written Demand for Arbitration to Mighty AI, Attn: Legal Department, 1455 Market Street, Suite 400, San Francisco, California 94103. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
12.4 Arbitration Location and Procedure. Unless you and Mighty AI otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Mighty AI submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
12.5 Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
12.6 Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Mighty AI will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
12.7 Changes. Notwithstanding the provisions of the modification-related provisions above, if Mighty AI changes this Arbitration Agreement after the date you first accept the terms of the Agreement (or accepted any subsequent changes to the terms of the Agreement), you may reject any such change by providing Mighty AI written notice of such rejection by mail or hand delivery to: Mighty AI, Attn: Dispute Resolutions, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, or by email from the email address associated with your Account to: email@example.com, within 30 days of the date such change became effective, as indicated in the "Effective" or "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Mighty AI in accordance with the provisions of this Arbitration Agreement as of the date you most recently accepted the terms of the Agreement.
12.8 Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from the Arbitration Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
13. DMCA/COPYRIGHT POLICY
Mighty AI respects copyright law and expects its Service Providers and users to do the same. It is Mighty AI’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Mighty AI’s Copyright Policy at https://www.uber.com/legal/intellectual-property/copyright/us/, for further information.
You agree that it is your responsibility to: (a) determine any and all taxes, including without limitation, sales, use, value added (“VAT”), withholding and other taxes assessed, incurred or required to be collected, paid or withheld for any reason in connection with any Task or your use of the Spare5 Services, or otherwise in connection with any action, inaction or omission of you or any of your employees, agents, contractors or representatives; and (b) collect, withhold, report, and remit correct taxes to the appropriate tax authority. To the extent applicable and unless regulations in your territory require otherwise, you agree that any Task Fees paid to you are inclusive of VAT. You agree that Mighty AI is not obligated to determine whether any taxes apply and is not responsible to collect, report, or remit any taxes arising from any transaction.
15. MISCELLANEOUS PROVISIONS
15.1 Compliance with Laws. The Spare5 Services may be used only for lawful purposes and in a lawful manner. You may not use the Spare5 Services in any manner that violates any applicable law or regulation.
You agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform services.
15.2 Restricted Parties List verification. This Agreement and its continuity between you, Service Provider, and MightyAI is contingent upon verification that you do not appear on any of the Restricted Parties Lists maintained by the U.S. and/or your local Government, that will prevent MightyAI from transacting (including, but not limited to, financial transactions) or engaging in certain types of activities with you, directly or indirectly. To conduct this verification or as results to this verification, Mighty AI may temporarily suspend, indefinitely suspend or terminate your Account, as stated hereinabove in Section 11 “Term and Termination” of this Agreement.
15.3 Export Control certifications. You certify that:
15.3.1 You and your financial institution are not located in any country that is subject to an embargo by the US Government;
15.3.2 You and your financial institution are not acting, directly or indirectly, for or on behalf of any Restricted/Denied Parties or any governmental entity of any Embargoed Country or any Sanctioned Country; and,
15.3.3 You and your financial institution will not use the remuneration, paid to you for tasks, to aid or support any Restricted/Denied Parties or any governmental entity of any Embargoed Country or any Sanctioned Country.
15.4 Force Majeure. Mighty AI will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet.
15.5 No Waiver. No waiver of any term of this Agreement by Mighty AI shall be deemed a further or continuing waiver of such term or any other term, and Mighty AI’s failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.
15.6 Assignment. You may not transfer, assign or delegate your rights or obligations under this Agreement to anyone without the prior express written consent of Mighty AI, and any attempt to do so will be null and void. Mighty AI may assign this Agreement in its sole discretion.
15.7 Severability. Except as explicitly provided in Section 12, if any term of this Agreement is deemed by a court of competent jurisdiction to be illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or un-enforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
15.8 Entire Agreement. This Agreement, together with all policies and other agreements incorporated by the terms of this Agreement comprise the entire agreement between you and Mighty AI with respect to the Spare5 Services and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein. This Agreement cannot be modified orally. In the event of any conflict between the terms of this Agreement and any other policies or agreements of Mighty AI, the terms of this Agreement shall prevail.
15.9 Contact Information. If you have any questions about this Agreement, please contact us at: Mighty AI LLC, Attn: Legal Department, 1455 Market Street, Suite 400, San Francisco, California 94103.