Shipd Contributor Agreement

Welcome and thank you for your interest in UncleGPT Inc. (“Shipd”). This Shipd Contributor Agreement (this “Agreement”) describes the terms and conditions that apply to your participation as a contributor (“Contributor” or “You”) on the Shipd platform (the “Platform”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, CONTRIBUTING TO, OR USING THE PLATFORM IN ANY WAY AND/OR BY ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SHIPD, (3) YOU ARE NOT BARRED FROM USING THE PLATFORM UNDER THE LAWS OF THE UNITED STATES, CANADA, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS, CONTRIBUTE TO, OR USE THE PLATFORM IN ANY WAY.

1. Purpose. Shipd hereby grants Contributor a limited right to access the Platform solely for the purpose of performing the annotation tasks presented by Shipd (the “Purpose”). In furtherance of the Purpose, Contributor may make submissions to the Platform, including but not limited to, proposing software problems, providing solutions to software problems, conducting evaluations of other Contributors’ solutions to software problems, and discussing or commenting on software problems (collectively, “Submissions"), in order to receive monetary compensation as determined in Shipd’s sole discretion, in accordance with the terms of this Agreement (the “Compensation”).
2. Submissions. Contributor agrees not to use or incorporate into Submissions, or other materials Contributor provides to Shipd, any intellectual property developed by any third party (including any open-source software), any intellectual property developed with the use of artificial intelligence, or any intellectual property developed by Contributor other than in the course of performing services for Shipd.
3. Ownership of Submissions. Contributor hereby irrevocably assigns to Shipd all right, title, and interest worldwide in and to any Submissions and to any ideas, derivations, concepts, processes, discoveries, developments, formulae, information, materials, improvements, inventions, content, notes, records, drawings, discoveries, software code, software programs, other copyrightable works created, conceived developed, discovered, authored, invented, or reduced to practice by Contributor (whether alone or jointly with others) for Shipd during the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein. Contributor retains no rights to use the Submissions and agrees not to challenge the validity of Shipd’s ownership of the Submissions. Contributor understands and acknowledges that Shipd may have developed or commissioned materials similar or identical to the Submissions, and Contributor waives any claims Contributor may have resulting from any similarities to the Submissions.
4. Other Rights. If Contributor has any rights, including without limitation “artist’s rights” or “moral rights,” in the Submissions that cannot be assigned, Contributor hereby unconditionally and irrevocably grants to Shipd an exclusive (even as to Contributor), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Submissions in any medium or format, whether now known or later developed. In the event that Contributor has any rights in the Submissions that cannot be assigned or licensed, Contributor unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Shipd or Shipd’s customers.
5. Contributor Conduct and Restrictions. As a condition of use, Contributor agrees not to use the Platform for any purpose that is prohibited by this Agreement or by applicable law. Without limiting the generality of the foregoing, Contributor will not (and will not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Platform or any other portion of the Platform (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Shipd’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Platform, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Platform; (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Platform; (vii) impersonate any person or entity, including any employee or representative of Shipd; (viii) interfere with or attempt to interfere with the proper functioning of the Platform or use the Platform in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform; or (ix) take any action or make available any content on or through the Platform that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk, or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes. Contributor may not post or make available a photograph of another person without that person’s permission. The rights granted to Contributor in this Agreement are subject to Contributor’s compliance with the restrictions set forth in this section.
6. Contributor Responsibility. Contributor is solely responsible for Contributor’s interactions with other users of the Platform and any other parties with whom Contributor interacts through the Platform; provided, however, that Shipd reserves the right, but has no obligation, to intercede in any disputes between Contributor and any other users. Contributor agrees that Shipd will not be responsible for any liability incurred as the result of Contributor’s interactions with other users.
7. Content Provided by Other Users. The Platform may contain content provided by other contributors and users. Shipd is not responsible for and does not control user content. Shipd does not approve or endorse, or make any representations or warranties with respect to, such user content. Contributor uses all user content and interacts with other contributors and users at Contributor’s own risk.
8. Evaluation. Contributor understands that for any Submission a verification and evaluation process, which may involve review by Shipd and/or other Contributors, will be conducted to evaluate the quality of the Submission. Such evaluation will be made in Shipd’s sole and final discretion and will be used to determine whether or not the Submission is eligible for Compensation (the “Evaluation”).
9. Payment. As determined in Shipd’s sole discretion and based on the Evaluation, Shipd will, for each eligible Submission, pay Contributor the Compensation as Contributor’s sole compensation for the services provided under this Agreement. Unless otherwise agreed upon by the parties, Compensation will be paid to a bank account provided by Contributor within thirty (30) days following Shipd’s completion of an Evaluation resulting in an eligible Submission. Unless otherwise agreed upon by the parties, all payments will be made in USD.
10. Taxes. Contributor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the receipt of compensation under this Agreement. No part of Contributor’s compensation will be subject to withholding by Shipd for the payment of any social security, federal, state or any other employee payroll taxes. Shipd will regularly report amounts paid to Contributor by filing Form 1099-MISC with the Internal Revenue Service as required by law. To the extent that currency conversion applies, Shipd will not be responsible for any conversion fees or processes.
11. Term and Termination. This Agreement will continue in full force and effect unless terminated in accordance with the following provision. Either party may terminate this Agreement at any time and for any reason upon notice to the other party. In the event of termination, any provisions of this Agreement which, by their nature, should survive the termination of this Agreement will survive, including, but not limited to: Sections 3 through 7 and 11 through 26.
12. Confidential Information. “Confidential Information” means the Platform, all Submissions, all information disclosed by Shipd to Contributor, and any information observed by Contributor in connection with Contributor’s use of the Platform, whether during or before the term of this Agreement, that is not generally known in the trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Shipd or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, software problems, software problem solutions, source code, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans; (d) existence of any business discussions, negotiations or agreements between the parties to this Agreement; and (e) any information regarding the compensation of Contributor or other Contributors or agents of Shipd or its subsidiaries or affiliates. Contributor will: (i) securely maintain the Confidential Information in trust and confidence; (ii) not disseminate, or in any way disclose any of the Confidential Information to any third party, other than as authorized by Shipd in writing; and (iii) not use any such Confidential Information for any purpose other than the Purpose. Contributor will ensure that it prevents the unauthorized use, dissemination, or publication of the Confidential Information. Confidential Information does not include information that Contributor can demonstrate: (x) is or becomes a part of the public domain through no act or omission of Contributor; (y) is disclosed to Contributor by a third party without restrictions on disclosure; or (z) was in Contributor’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Contributor either directly or indirectly from Shipd. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Contributor will first have given notice to Shipd and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Contributor by Shipd is the sole and exclusive property of Shipd or its suppliers or customers.
13. Representations and Warranties. Contributor represents and warrants that: (a) the annotation tasks will be performed in a professional manner and in accordance with the industry standards and the Submissions will comply with the requirements set forth on the Platform; (b) the Submissions will be an original work of Contributor; (c) Contributor has the right and unrestricted ability to assign the ownership of Submissions to Shipd as set forth herein; (d) Contributor will not, in the course of performing the annotation tasks, and neither the Submissions nor any element thereof will, infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other intellectual property or proprietary right of any person, whether contractual, statutory or common law; (e) none of the Submissions incorporates any open source software, generative AI, or third-party software; and (f) Contributor will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.
14. Indemnification. Contributor agrees to indemnify and hold harmless the Shipd and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any negligent, reckless or intentionally wrongful act of Contributor; (b) any breach by Contributor of any of the representations, warranties, covenants or obligations contained in this Agreement, including with respect to intellectual property and Confidential Information, and any corresponding confidential information and invention assignment agreement; (c) any failure of Contributor to perform the annotation tasks in accordance with all applicable laws, rules and regulations; or (d) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Shipd’s use of the Submissions or other deliverables of Contributor under this Agreement. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which Shipd (or any of its affiliates, employees, or agents) is or may be entitled to indemnification hereunder, Shipd may, at its option, require Contributor to defend such Claim at Contributor’s sole expense. Contributor may not agree to settle any such Claim without Shipd’s express prior written consent.
15. NO WARRANTY; DISCLAIMERS. A.. ALL CONFIDENTIAL INFORMATION (INCLUDING THE PLATFORM) IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR APPLICABILITY. CONTRIBUTOR EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRIBUTOR’S USE OF THE PLATFORM IS AT CONTRIBUTOR’S SOLE RISK. SHIPD EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM. B. Contributor understands that agreeing to this Agreement and participating as a contributor on the Platform does not guarantee that: (i) Contributor will find suitable projects on the Platform; (ii) Shipd will determine the Submissions are eligible for Compensation; or (iii) Contributor will earn Compensation or receive any other form of financial gain through the Platform.
16. LIMITATION OF LIABILITY. SHIPD’S LIABILITY TO CONTRIBUTOR FOR ANY LOSS, COST, CLAIM, INJURY, LIABILITY, OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATING TO OR ARISING FROM THIS AGREEMENT OR ANY ACT OR OMISSION IN ITS PERFORMANCE OF THIS AGREEMENT, WILL BE LIMITED TO THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN NO EVENT WILL SHIPD BE LIABLE TO CONTRIBUTOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL SHIPD’S TOTAL AND COMPLETE LIABILITY FOR ANY LOSS, COST, CLAIM, INJURY, LIABILITY, OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATING TO OR ARISING FROM THIS AGREEMENT OR ANY ACT OR OMISSION IN ITS PERFORMANCE OF THIS AGREEMENT EXCEED $100.
17. Feedback. If Contributor provides any feedback to Shipd in addition to the Submissions, Contributor hereby irrevocably assigns to Shipd all right, title, and interest in and to the feedback provided. Contributor acknowledges that Shipd is not required to incorporate Contributor’s feedback into any version of the Shipd products or services.
18. Independent Contractor Relationship. Contributor’s relationship with Shipd is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between Shipd and Contributor. Contributor is not authorized to make any representation, contract, or commitment on behalf of Shipd. Contributor is not entitled to any of the benefits that Shipd may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Contributor is an independent contractor, Shipd will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Contributor.
19. No Export. Contributor will not use Confidential Information for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States.
20. No Assignment. Contributor will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Shipd. Any purported assignment or transfer of rights in violation of this section is void. Shipd may freely assign this Agreement without restriction.
21. Injunctive Relief. A breach by Contributor of this Agreement will cause irreparable and continuing damage to Shipd for which money damages are insufficient, and Shipd will be entitled to injunctive relief and/or a decree for specific performance and such other relief as may be proper (including money damages if appropriate) without obligation of posting bond or proving damages.
22. Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by electronic transmission (email) upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.
23. Dispute Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, or any breach thereof, each party will in good faith attempt to resolve the dispute between the parties within thirty (30) days following receipt of written notice sent by one party to the other party. If the parties cannot resolve the dispute within thirty (30) days after notice is given, such controversy or claim will be determined and settled by confidential arbitration, conducted in English, held in Santa Clara County, California, administered by JAMS before a sole arbitrator in accordance with the then-current JAMS Comprehensive Arbitration Rules & Procedures. The award rendered by the arbitrator will be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this section will prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
24. Governing Law; Venue. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of California. Each of the parties irrevocably consents to the personal jurisdiction and exclusive venue of the federal and state courts located in California for any matter arising out of or relating to this Agreement. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction.
25. Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision will be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected thereby.
26. Entire Agreement; Waiver; Modification. This Agreement constitutes the entire agreement with respect to the relationship between Shipd and Contributor and supersedes all prior or contemporaneous agreements written or oral. If a party waives any term, provision or a party’s breach of this Agreement, such waiver will not be effective unless it is in writing and signed by the party against whom such waiver is asserted. No waiver by a party of a breach of this Agreement by the other party will constitute a waiver of any other or subsequent breach by such other party. This Agreement may be modified only by a signed writing from the authorized representatives of both parties. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.