Shipd Contributor Terms of Service

Effective Date: June 1, 2026

Last Updated: June 1, 2026

These Contributor Terms of Service (the "Terms") govern your participation as a contributor or reviewer on the Shipd platform (the "Platform") operated by Datacurve AI, Inc. ("Shipd," "we," "us," or "our"). By registering for an account or accessing the Platform, you agree to be bound by these Terms. If you do not agree, you may not access or use the Platform.

1. Eligibility and Account Registration

1.1 Eligibility

To register and participate as a contributor, you must be at least 18 years of age and have the legal capacity to enter into a binding agreement. By registering, you represent that you meet these requirements. If you are registering on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

1.2 Account Creation and Restrictions. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated. You are strictly prohibited from creating or maintaining more than one (1) active account on the Platform without our express prior written consent.

1.3 No Impersonation. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. This includes, but is not limited to, misrepresenting your identity, using another person's credentials, or creating an account on behalf of anyone other than yourself or a legally authorized entity you represent.

1.4 No Transfer or Sale of Accounts. Your account is personal to you. You shall not sell, license, lease, assign, transfer, or otherwise permit any other person or entity to use your account, username, or password. Any unauthorized transfer, sale, or assignment of your account or rights thereunder is null and void and constitutes a material breach of these Terms.

1.5 Unauthorized Access and Remediation. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We reserve the right, in our sole discretion and without prior notice, to suspend, terminate, or deactivate your account(s) if we suspect a violation of this Section, or if any information provided by you proves to be inaccurate, fraudulent, or misleading. We are not liable for any loss or damage arising from your failure to maintain account security.

1.6 Suspension and Termination. We may suspend, disable, or terminate your account at any time, with or without notice, for any violation or suspected violation of these Terms or for any other reason at our sole discretion. Upon termination, your right to access the Platform ceases immediately. Sections 3, 5, 6, 8, 9, 10, and 11 survive termination.

2. Independent Contractor Relationship

You are engaged as an independent contractor, not as an employee, agent, partner, or joint venturer of Shipd. Nothing in these Terms creates an employment relationship or entitles you to any employee benefits, workers' compensation, unemployment insurance, or similar protections. You are solely responsible for determining the method, details, and means of performing your work on the Platform. You are solely responsible for all taxes, withholdings, and government-required contributions arising from payments you receive under these Terms.

3. Intellectual Property

3.1 Assignment of Work Product

By submitting, uploading, or contributing any content to or through the Platform, including code, data, challenge solutions, datasets, reviews, feedback, and annotations (collectively, "Work Product"), you hereby irrevocably assign to Shipd all right, title, and interest in and to such Work Product worldwide, including all copyrights, patents, trade secrets, and other intellectual property rights, effective immediately upon creation or submission.

3.2 Pre-Existing Materials

If any Work Product incorporates materials you owned or developed prior to your participation on the Platform ("Pre-Existing Materials"), you retain ownership of those Pre-Existing Materials but grant Shipd a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and distribute them as part of the Work Product. You agree not to incorporate Pre-Existing Materials into Work Product in a manner that would restrict Shipd's rights in the Work Product.

3.3 Representations

You represent and warrant that you have full right and authority to make the assignment in Section 3.1, that your Work Product is your original creation, and that it does not infringe the intellectual property or other rights of any third party, including your current or former employers.

3.4 Waiver of Moral Rights

To the maximum extent permitted by applicable law, you waive any moral rights or rights of attribution you may have in any Work Product.

3.5 License Back

Subject to your compliance with these Terms, Shipd grants you a limited, personal, non-exclusive, non-transferable, revocable license to access the Platform and view Work Product you have submitted, solely for your own personal use. This license may be revoked at any time.

3.6 Feedback

If you provide Shipd with suggestions, ideas, bug reports, or other feedback about the Platform or its operations ("Feedback"), you grant Shipd an irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, modify, and incorporate that Feedback for any purpose without restriction or compensation to you.

4. Contributor Roles

The Platform may offer different access levels or roles, including contributor and reviewer roles, with different responsibilities and compensation. Shipd may allocate, modify, or revoke access levels and roles at its sole discretion. All roles and access levels are subject to these Terms.

5. Confidentiality

In the course of using the Platform, you may have access to information that is non-public, proprietary, or confidential to Shipd or its customers, including challenge prompts, scoring criteria, platform architecture, customer project details, and other contributor submissions ("Confidential Information"). You agree to keep all Confidential Information strictly confidential, to use it only as necessary to perform your work on the Platform, and not to disclose it to any third party without Shipd's prior written consent. This obligation survives termination of your account and these Terms.

6. Data Collection and Privacy

By using the Platform, you acknowledge that Shipd and its service providers collect and process certain information about you and your platform activity. This may include account registration information, identity verification documents, payment details, IP addresses, session and behavioral data, and other information generated in the course of your use of the Platform. This information is used to operate and improve the Platform, process payments, verify identity, and comply with legal obligations. Your use of the Platform is also governed by Shipd's Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you consent to the collection and use of your information as described in the Privacy Policy.

7. Global Trade Compliance and Identity Verification

7.1 Sanctions Representations

By registering and each time you access the Platform, you represent and warrant that:

  • you are not located in, a national of, or ordinarily resident in any country or territory subject to a comprehensive U.S. government embargo or economic sanctions program;
  • you are not listed on, and are not owned or controlled by any person or entity listed on, any U.S. government, European Union, or United Nations list of prohibited or restricted parties; and
  • you will not access or use the Platform from a sanctioned location or in violation of applicable export control or sanctions laws.

7.2 Identity Verification

Contributors may be required to complete identity verification through Shipd's designated verification process as a condition of receiving payment. Failure to complete verification may result in suspension of payment until verification is complete. We reserve the right to withhold or reverse payments pending verification or if we have reason to believe that a sanctions violation has occurred or may occur.

7.3 Compliance Monitoring

Shipd reserves the right to implement technical measures to monitor platform access for compliance with applicable sanctions laws, including IP-based monitoring and VPN detection. You agree not to circumvent or attempt to circumvent these measures.

8. Payments and Tax

8.1 Payment

Payments for completed work are processed through Shipd's designated payment processor(s) in accordance with the rates and terms posted on the Platform or communicated to you. Payment is conditioned on (a) satisfactory completion of the relevant work in accordance with Platform requirements; (b) completion of any identity verification or compliance requirements under Section 7; (c) provision of any required tax documentation; and (d) compliance with these Terms and any other policies or requirements reasonably specified by Shipd from time to time.

8.2 Withholding and Clawback

Shipd may withhold, suspend, or reverse payment at its reasonable discretion, including where: (a) work does not meet applicable quality standards or guidelines; (b) you have violated these Terms or any Shipd policy; (c) Shipd has reason to believe a legal or compliance issue has arisen in connection with your account or any payment; (d) payment was made in error; or (e) any other circumstance arises that Shipd reasonably determines warrants withholding pending further review. Shipd will provide reasonable notice of any withholding except where prohibited by law or where immediate action is required.

8.3 Tax Obligations

You are solely responsible for all tax obligations, withholdings, and reporting requirements arising from amounts paid to you under these Terms. Shipd may require you to provide tax documentation or certifications as a condition of payment, and you represent that any such documentation you provide is accurate and complete.

9. Acceptable Use

Your access to and use of the Platform is conditioned on compliance with these Terms. You agree not to:

  • use automated tools, scripts, bots, or scrapers to access, extract, or index Platform content;
  • reverse engineer, decompile, or attempt to derive the source code, algorithms, scoring logic, or sandboxing architecture of the Platform;
  • attempt to compromise, escape, or exploit the Platform's code execution environment or underlying infrastructure;
  • submit or execute malicious code, including viruses, malware, or scripts designed to cause harm;
  • share, discuss, or disclose challenge content, prompts, or scoring criteria with other contributors or third parties outside the Platform;
  • solicit other contributors to work through external channels or platforms for purposes related to Platform challenges;
  • create multiple accounts or assume a false identity;
  • engage in harassment, abuse, or discriminatory conduct toward other users or Shipd personnel; or
  • use the Platform in violation of any applicable law, including export control or sanctions laws.

10. Platform Ownership and Changes

10.1 Ownership

All right, title, and interest in and to the Platform, including its design, software, algorithms, grading systems, sandboxing technology, and all Work Product assigned to Shipd under Section 3, are and remain the exclusive property of Shipd and its licensors. Except for the limited license in Section 3.5, no rights in the Platform are granted to you by implication or otherwise.

10.2 Platform Changes

Shipd reserves the right to modify, suspend, discontinue, or remove any feature, challenge, or aspect of the Platform at any time, with or without notice, and without liability to you. This includes the right to cancel, modify, or remove any active challenge at any time. Shipd will use reasonable efforts to provide notice of material changes where practicable, but is not obligated to do so.

11. Disclaimers and Limitation of Liability

11.1 As-Is

The Platform and all related services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Shipd does not warrant that the Platform will be uninterrupted, error-free, or secure.

11.2 Limitation of Liability

To the maximum extent permitted by applicable law, Shipd and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of data, revenue, goodwill, or opportunity, arising out of or relating to these Terms or your use of the Platform, even if advised of the possibility of such damages. Shipd's total aggregate liability for all claims arising under these Terms will not exceed the greater of (a) $100 or (b) the total amounts paid to you by Shipd in the three months preceding the event giving rise to the claim.

12. Indemnification

You agree to defend, indemnify, and hold harmless Shipd, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to your use of the Platform, your Work Product, your violation of these Terms, or your violation of any applicable law.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. In the event of any dispute arising out of or relating to these Terms or your use of the Platform, you agree to provide written notice to Shipd describing the nature of the dispute and the relief sought, and to allow Shipd a reasonable opportunity to respond before pursuing any further action. If a dispute cannot be resolved informally, Shipd may require that it be submitted to binding arbitration or mediation before a reputable service of its choice, at a location mutually agreed by the parties. Each party will bear its own costs unless otherwise decided by the arbitrator or mediator. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect confidential information or intellectual property rights. Nothing in this section prevents either party from pursuing claims in small claims court where applicable.

14. Force Majeure

Shipd will not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, telecommunications failures, power outages, or other events of force majeure. Shipd will use reasonable efforts to resume performance as soon as practicable.

15. General Provisions

15.1 Entire Agreement. These Terms, together with Shipd's Privacy Policy, constitute the entire agreement between you and Shipd with respect to your participation on the Platform and supersede all prior or contemporaneous agreements, whether oral or written.

15.2 Amendments. Shipd may amend these Terms from time to time. The most current version will be posted on the Platform with a revised effective date. Your continued use of the Platform following notice of any amendment constitutes acceptance of the revised Terms.

15.3 Assignment. You may not assign or transfer these Terms or any rights hereunder without Shipd's prior written consent. Shipd may freely assign these Terms without restriction.

15.4 Severability. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

15.5 No Waiver. Failure by Shipd to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision in the future.

15.6 Notices. Any formal notices or communications required or permitted under these Terms must be in writing. Notices to Shipd should be sent to legal@shipd.ai. Shipd may provide notices to you via the email address associated with your account or by posting on the Platform. Notices are deemed received when sent by email (absent a delivery failure notification) or upon posting on the Platform.