Terms of Service

1. Definitions

Key defined terms:

• "Client" means a third party to whom the Company licenses, sells or otherwise provides the Work Product.
• "Contributor" means an individual that performs Tasks and submits Work Product.
• "Contributor Agreement" means the agreement a Contributor may be required to accept or sign upon selection for a Project, governing matters including use of Company-provided tools, intellectual property rights and payment obligations.
• "Project" means a defined engagement posted or facilitated by the Company through the Platform, including the associated "Project Terms".
• "Project Terms" means project-specific requirements, instructions, acceptance criteria, security controls, location constraints, prohibited tools and other terms presented to you in-Platform or in a statement of work/order form/agreement.
• "Task" means a unit of work within a Project, including data labeling, annotation, review, quality assurance ("QA"), provision of application usage data, or other human-in-the-loop services.
• "Client Content" means any datasets, prompts, instructions, materials, systems, tools, or other inputs provided by or on behalf of a Client for a Project.
• "Company Content" means any datasets, prompts, instructions, materials, systems, tools, or other inputs provided by or on behalf of the Company for a Project.
• "Work Product" means outputs generated by Contributors in connection with a Project, including labels, annotations, judgments, metadata, reports, data submissions, task performance capture and other deliverables.
• "Company Systems" means the Platform and any tooling (including QA and security systems) we provide or require.
• "Restricted Locations" has the meaning in Appendix A.

2. No employment relationship

The Platform is a facilitation layer. The Company is not an employer of Contributors, and nothing in these Terms creates an employment, agency, partnership, joint venture, fiduciary, or similar relationship between you and the Company.

Except where the Company expressly agrees in writing, you are solely responsible for your obligations under applicable law (including taxes and compliance).

You determine which Projects and Tasks to accept, and when, where and how you complete them, at your sole discretion, subject to Project Terms. Nothing in these Terms restricts your right to perform similar services for others, including other platforms.

You are responsible for providing any equipment, software and internet access necessary to perform Tasks. The Company will not reimburse you for expenses incurred in performing Tasks unless expressly agreed in Project Terms.

3. Eligibility; sanctions; location restrictions

You may use the Platform only if you are at least 18 years old and legally capable of forming a binding contract.

You represent and warrant that you are not located in, ordinarily resident in, or accessing the Platform from a Restricted Location, and you are not subject to sanctions or trade restrictions that would prohibit use of the Platform or provision/receipt of services.

Project-specific location constraints may apply (including country whitelists). You must promptly notify the Company if your location changes or if you become ineligible.

4. Account registration; verification; compliance gating

In order to participate in Projects and submit Work Products, you agree to register and maintain an active account on the Platform. You must provide accurate information and keep it updated. We may require identity/eligibility verification, KYC/AML checks, training acknowledgements, and/or background checks as a condition of access to certain Projects or features, to the extent permitted by law.

You are responsible for maintaining account security and for all activity under your account.

The Company has sole discretion to select or reject any applicant for any Project, and completion of any onboarding or screening forms do not entitle you to selection or compensation.

5. Acceptable use; prohibited conduct

You will use the Platform only for lawful purposes and in accordance with these Terms, Project Terms, Contributor Agreement and applicable policies. You will not:

• Bypass, disable, or interfere with security controls; probe, scan, or test vulnerabilities; or disrupt the Platform or Company Systems;
• Create more than one account, or allow another person to use your account;
• Impersonate someone else, or use or ask to use someone else's identity to access their account;
• Copy, download, screenshot, scrape, export, or locally store Client Content, Company Content or Work Product except as expressly permitted by Project Terms and Company Systems;
• Disclose Client Content, Company Content, Work Product or Client identity publicly or to any third party without written authorization;
• Disclose Project options, Project Terms, or compensation rates to any third party;
• Use Client Content, Company Content or Work Product to train, fine-tune, evaluate, or otherwise improve any third-party model or tool (including public LLMs);
• Submit Work Product that you do not have the right to share or is fraudulent, plagiarized, generated using prohibited tools, or nonconforming to Project Terms; or
• Engage in unauthorized exploring or mining of any system or data.

You will access only what is necessary to perform your assigned Tasks.

We may suspend or terminate access immediately for suspected or actual violations, including to protect the security and integrity of the platform, and maintain compliance with applicable law. If your account is suspended or terminated, you may not create another one unless you have explicit permission from the Company to do so.

6. Projects; precedence of Project Terms and Contributor Agreement

You become a Contributor, and the additional terms applicable to Contributors under these Terms and the Contributor Agreement take effect, upon selection for a Project.

Project Terms, if any, govern your performance of and access to a Project. If these Terms conflict with Project Terms, Project Terms control for that Project.

Contributors may be required to accept a separate Contributor Agreement. In case of conflict, the Contributor Agreement controls for Contributors.

7. Confidentiality; no retained copies; offboarding

"Confidential Information" means Client Content, Company Content, Project Terms, Work Product and any other non-public information disclosed by or on behalf of the Company or a Client in connection with the Platform or a Project, whether technical, business, financial, or personal in nature, and regardless of the form or medium in which it is disclosed.

You will use Confidential Information only to perform your assigned Tasks, and protect it using at least reasonable care and the controls set out in Project Terms.

Unless expressly allowed by Project Terms, you will not: (i) download or retain Confidential Information outside Company Systems; (ii) create screenshots or recordings of Confidential Information; (iii) store copies of Confidential Information locally; or (iv) share Confidential Information with any third party.

Upon request by the Company or your offboarding from the Platform, you will promptly return or delete any permitted copies of Confidential Information and certify deletion/return upon request.

This obligation survives termination of your access to the Platform for as long as the underlying Confidential Information remains non-public. You acknowledge that unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate, and the Company may seek injunctive relief in addition to any other remedy.

8. Time tracking; monitoring; audit trail

For quality, security, compliance and billing, we and/or Clients may require time tracking and productivity monitoring solutions for certain Projects, including activity logs, session metadata, task-level time records, QA outputs, and related telemetry, as permitted by law.

You agree not to disable, circumvent, falsify or interfere with such monitoring and to maintain accurate time and work records where applicable to your Project. We may share relevant records with Clients and auditors where necessary for compliance, billing verification or dispute resolution.

9. Open source and third-party materials

Unless expressly permitted in Project Terms and approved in writing by the Client (and, where applicable, the Company), you will not incorporate any third-party materials or open-source code into the Work Product. Where use of material is expressly permitted, you must disclose, at the time of Work Product submission, the name, version and license type of each such component, together with any notices or attributions required by the applicable license.

Copyleft open-source software is prohibited outright, with no exception. You must not incorporate, or cause Work Product to rely on open-source materials licensed under AGPL, GPL 3.0, LGPL 3.0, or similar licenses that require source code to be disclosed, licensed back, or made available for modification or redistribution.

10. Intellectual property; feedback

The Company owns the Platform, Company Content and Company Systems and all related intellectual property. The Company grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Platform and Company Content through supported browsers or approved mobile applications, solely to perform Tasks as an independent contractor for the Company. All rights not expressly granted are reserved by the Company and its licensors. Client Content is owned by the Client or its licensors.

Work Product ownership/assignment is governed by Project Terms and the applicable Contributor Agreement. To the extent you hold any rights in Work Product necessary to give effect to Project Terms, you hereby assign those rights as required, including waiver of moral rights to the maximum extent permitted by law.

If you provide suggestions or feedback about the Platform, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation.

If you submit any content or responses as part of the onboarding or screening form, you grant the Company a non-exclusive, worldwide, royalty-free license to use such submissions to evaluate your eligibility and for internal analytics and platform improvement.

11. Payments, payouts, reversals, and set-off

Contributor payouts (if any) are governed by Project Terms, Contributor Agreement and Company payout policies.

We may withhold, adjust, reverse or set off payouts for fraud or suspected fraud, nonconforming Work Product, chargebacks, legal compliance (including tax withholding/KYC), or violations of these Terms or Project Terms, to the extent permitted by law.

We may be required by law to collect and report information about payouts made to you. Failure to provide accurate and complete tax information may result in delayed, withheld or suspended payouts.

12. No publicity; naming rights

Except as expressly agreed in writing, neither you nor the Company may use the other party's name, logos, trademarks, or marks in any advertising, publicity, or public statement, and you may not state or imply that you provide services to, are endorsed by, or are affiliated with any Client or the Company.

13. Force majeure

The Company will not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, internet outages, governmental actions, embargoes, or security incidents.

14. Termination

You may stop using the Platform at any time. We may suspend or terminate access at any time, with or without notice, including for security, compliance, operational or risk reasons. Upon termination, you may not be able to retrieve information related to your account. The Company will issue payment for any completed and approved Work Product as of the date of termination, subject to Section 11. Sections that by their nature should survive will survive.

15. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY IS NOT RESPONSIBLE FOR CLIENT CONTENT; WORK PRODUCT QUALITY; OR DISPUTES BETWEEN CLIENTS AND CONTRIBUTORS.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) USD 100 OR (B) THE AMOUNTS PAID BY THE COMPANY TO YOU IN RELATION TO THE PLATFORM IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CLIENTS WILL HAVE NO LIABILITY OF ANY KIND TO YOU UNDER THESE TERMS.

17. Indemnity

You will indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims and related losses and expenses (including reasonable attorneys' fees) arising from or relating to: (i) your use of the Platform; (ii) your breach of these Terms or Project Terms; (iii) your Work Product or content; (iv) your breach of any third-party platform's terms of service in connection with the Work Product provided to the Company; or (v) your violation of law or third-party rights.

18. Governing law; venue; jury trial waiver; class action waiver

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any jurisdiction to protect Confidential Information, intellectual property, or the security and integrity of the Platform.

19. Notices; contact

Notices to the Company must be sent to: legal@scalerailabs.com. We may send notices to you via email, Platform notifications, or by posting updates on the Platform.

20. Miscellaneous

• Communication: You consent to receiving emails, SMS and Platform notifications from the Company about your account, Project applications or status, and payments. You may opt out of non-essential communications by writing to legal@scalerailabs.com.
• No Third-Party Beneficiary: These Terms do not confer any rights or remedies on any person other than you and the Company.
• Modifications to these Terms: We may modify these Terms at any time and post an updated version on the Platform. Your continued use of the Platform after a change takes effect constitutes acceptance of the modified Terms. If you do not agree to a change, you must stop using the Platform.
• Assignment: You may not assign these Terms without the Company's prior written consent; the Company may assign freely.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• Waiver: No waiver is effective unless in writing; failure to enforce is not a waiver.
• Entire agreement: These Terms, together with the Privacy Policy and Cookies Policy, and any Project Terms and Contributor Agreement applicable to you, are the entire agreement between you and the Company regarding the Platform.

Appendix A — Restricted Locations

"Restricted Locations" means: (i) any country or region subject to U.S. embargo; (ii) Belarus, China (including Hong Kong and Macau), Russia, Syria, or Venezuela; and (iii) any other country or region from which provision or receipt of the applicable services would be prohibited by applicable law or by Project Terms. The Company may update this list to reflect legal and Client requirements.