Terms of Service and Use
Last updated: May 29, 2018
Welcome to the Knowtions Platforms (the "Site"). This Knowtions Terms of Service and Use Agreement ("Agreement") is a binding agreement between you ("Analyst") and Knowtions Research Inc, an Ontario corporation ("Knowtions", "we", "us", or "our") regarding your access to and use of the Site ("Service"). This Agreement does not apply to business or corporate accounts that want to leverage the Knowtions services in machine learning analytics for their business ("Customers").

Agreement to Terms
By accessing or registering for the Site, you are accepting this Agreement. Please read this Agreement carefully. If you do not agree with all of the provisions of these terms, do not access and/or use the site. In addition to the terms set forth in this Agreement, you acknowledge and also agree to the terms of our Code of Conduct which are hereby incorporated by reference into this Agreement, and represent that you have read and consented to the terms of our Privacy Policy.

Changes to Terms or Services
We may modify the Agreement at any time, in our sole discretion. If we make any material changes, we'll let you know by posting the updated Agreement on the Site, by providing you a notice including the product's dashboard notifications, or through other communications that we deem reasonable. It's important that you review the Agreement whenever we modify it because if you continue to use the Knowtions Services after we have modified the Agreement on the Site, you indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of the modified Agreement. If you don't agree to be bound by the modified Agreement, you must stop using the Knowtions Services. We may suspend, withdraw, discontinue or change all or any part of the Knowtions Services for business and operational reasons, at any time and without notice, at our sole discretion.

Accounts
1. Eligibility
In order to use the Service, you must agree to this Agreement and be (1) at least eighteen (18) years old ; (2) have authority to bind yourself or the entity you represent to this Agreement; (3) complete the registration process and (4) provide true, complete, and up-to-date information.

2. Account Creation
In order to become an Independent Analyst at Knowtions and to use the service of the Knowtions Platforms, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. The information includes your name, a valid email address, information about your education and languages. You will also be asked to provide certain other information, such as your PayPal, at the time of registration or afterward. You represent and warrant that: (1) all required registration information you submit is truthful and accurate; (2) you will maintain the truthfulness and accuracy of such information.

3. Account Responsibilities
You are solely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account, and preserving your password securely to prevent others from gaining access without your permission. You agree to change your password and immediately notify Knowtions of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with the above requirements. You may not register for more than one account unless expressly authorized by Knowtions. You may not work on Knowtions Platforms using more than one Account, impersonate any other person, or permit any person other than yourself to work on Knowtions Platforms assigned to your Account.

4. Closing your Account
You may delete your Account at any time, for any reason, by following the instructions on the Site. Knowtions may refuse service, close accounts of any users, and change eligibility requirements at any time, with or without cause. If your account is inactive for 24 or more months, we may delete the account. Once your account is deleted, you acknowledge and agree that we may permanently delete your account and all the data associated with it.

Knowtions Analyst's Role
1. Tasks
Customers and Knowtions' internal team ("Task Providers") can request Knowtions Platform services, which will be processed by Knowtions and then made into Tasks on the Knowtions Platforms. Task content may include Confidential Information (defined below), including, but not limited to, customer's proprietary content, de-identified data, and Knowtions proprietary content. You agree to treat any Confidential Information in accordance with the terms of this Agreement. Examples of such Tasks include, but are not limited to: information extraction and terminology research. We assign a portion of such Tasks to you, and if you accept the assigned Tasks, you will use the Knowtions Platforms to submit your Analysis according to Task-specific guidelines. Examples of your Analysis include, but are not limited to answers to a list of questions, or a written report. You agree that you are not guaranteed to receive any minimum number of Tasks, consequently, you are not guaranteed to be paid any earnings (defined below) under this Agreement.

2. Independent Contractor
As an Analyst you are performing Tasks on Knowtions Platforms in your personal capacity as an independent contractor and not as an employee of a Customer or of Knowtions. You specifically acknowledge and agree to the following: (1) you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (2) nothing herein shall be construed to create the relationship of partners, association, joint venture, franchise, or employer/employee relationship between you and Customer, or Knowtions; (3) you will not represent yourself as an employee or agent of a Customer or Knowtions; (4) you will not be entitled to any of the benefits that a Customer or Knowtions may make available to its employees, such as vacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; (5) you are not eligible to recover worker's compensation benefits in the event of injury; and (6) if you have any questions about your obligations to comply with local laws and regulations, you should seek independent legal advice.

3. Working on Knowtions Platforms
As an Analyst, you agree that: (1) you will use your subject matter expertise and independent judgment to perform Tasks in a professional manner; (2) you will not use scripts, robots, or other automated methods to perform Tasks; (3) you will supply true, complete and accurate information for all Tasks you perform; (4) you will not perform Tasks through means other than the Site, unless expressly authorized by the instructions provided along with the Tasks or by Knowtions; (5) your Analysis may be rejected by Task Providers for good cause; and (6) you agree to interact with anyone you encounter on the Site or on any social media channel associated with Knowtions, in accordance with our Code of Conduct.

Platform Licence
Subject to the terms and provisions of this Agreement, Knowtions hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Knowtions Services and use the Knowtions Platforms for the sole and explicit purpose of providing Analysis as set forth in this Agreement and only in accordance with applicable law.

Without limiting the foregoing, you MAY NOT:

  • Sell, rent, lease, or license the Knowtions Services or access to the Knowtions Services, or otherwise exploit the Knowtions Services for any commercial purpose that is not expressly permitted by us;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site;

  • Attempt to interfere with the operation of any part of the Knowtions Services;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, overloading, flooding, spamming, or mail-bombing the Services, inserting, uploading, or attaching malicious or unknown external links or files;

  • Upload on, send, or transmit to or through the Knowtions Services any virus, trojan horse, time bomb, worm, malware, spyware, adware or other malicious programs or codes;

  • Collect or store any Confidential Information (as defined below) from other users, customers, or anyone from the Knowtions Services;

  • Use any data gathering and extraction tools to access the Knowtions Services or obtain content, data or information from the Knowtions Services, or access the Knowtions Services by any means other than the interfaces provided by Knowtions;

  • Attempt to probe, scan or test the vulnerability of any Knowtions server, system or network or breach any security or authentication measures;

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Knowtions or any of Knowtions's providers or any other third party (including another user) to protect the Knowtions Services;

  • Access, tamper with, or use non-public areas of the Services, Knowtions' computer systems, or the technical delivery systems of Knowtions' providers;

  • Attempt to access or search the Knowtions Services or Proprietary Rights or download any content from the Knowtions Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than through the standard means with generally available third party web browsers;

  • 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 Knowtions trademark, service marks, logo, URL or product name without the prior express written authorization of Knowtions;

  • 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 Knowtions Services or Proprietary Rights to send altered, deceptive or false source-identifying information;

  • Use, display, mirror or frame the Knowtions Services or any individual element within the Knowtions Services, Knowtions's name, any Knowtions trademark, logo or other proprietary information, or the layout and design of any page, without the prior express written authorization of Knowtions;

  • Post, upload, or transmit to or through the Knowtions Services any false or misleading information;

  • Post, upload, or transmit to or through the Knowtions Services any text, data, graphics, images, photos and videos ("Content") that : (1) infringes, misappropriates or violates a third party's patent, copyright, trade secret, trademark, moral rights or other intellectual property rights, or rights of publicity or privacy; (2) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (3) is fraudulent, false, misleading or deceptive; (4) is targeted to children or may be deemed "directed to children"; (5) is defamatory, obscene, pornographic, vulgar or offensive; (6) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (7) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (8) promotes illegal or harmful activities or substances.

  • Use the Knowtions Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not authorized by 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 Services, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, 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 and user data, at any time and without notice, for any reason or no reason. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

This Agreement does not transfer any ownership rights in the Knowtions Services or any Knowtions work of authorship, copyright, trademark, service mark, patent or other intellectual property right.

Failure to comply with any of the terms or conditions of this Agreement will result in immediate termination of the license granted to you by Knowtions.

Confidentiality

1. Confidential Information
Confidential Information means any Task, Task setting, Task content or material that is made available to you by Knowtions for you to review or perform Tasks, or any material that you have access through registering for the Site, including but not limited to Knowtions training materials, Customer data, De-identified data, Personal Information, materials denoting Customer or Knowtions's business information, programs or codes, whether or not it is marked as confidential or proprietary. Confidential Information also includes any information that should reasonably be understood by the receiving party to be confidential or proprietary. This does not include any information that is (1) publicly available, (2) already in the possession of, developed independently by, or already known to the receiving party, or (3) has been disclosed by court order or as otherwise required by law.

You agree that Confidential Information is made available to you through the Site or by any other means that are deemed appropriate by Knowtions for the sole purpose to help you to provide Analysis, and that your access to Confidential Information does not grant you any right, title, or ownership of this information unless expressly permitted by Knowtions. You agree that you will not share or discuss the content of any Confidential Information with anyone else or will keep all Confidential Information that you have access until we give you express authorization that you may disclose this information. Additionally, you agree that you will delete all materials containing Confidential Information within thirty (30) days after you submit your Analysis of a Task or once you no longer require them (for example if you decline a Task or the Task is no longer available on the Platforms). All rights not expressly granted to you in this Agreement are reserved.


2. Your Analysis of the Tasks
You agree that, as between You and Knowtions, Knowtions solely owns all right, title, and interest, including in any Analysis you performed as an Analyst of Knowtions, including but not limited to all intellectual property rights and all analysis works, solely or in collaboration with others, or in connection with your dealings with Knowtions or Customers. You hereby assign or exclusively grant (without the right to any compensation) all right, title, and interest, in that work product to the Task Providers immediately upon the submission of your Analysis, and you waive all moral or other proprietary rights that you may have in that work product.



3. Analyst Content and Feedback
We welcome the submission of images, text, videos, feedback, comments and suggestions for improvements or use by the Services ("Analyst Content and Feedback"). Analyst acknowledges and agrees Knowtions shall have, and Analyst hereby conveys, transfers and assigns and agrees to convey transfer and assign to Knowtions, any and all Proprietary Rights in and to the Analyst Content and Feedback. Analyst further acknowledges and agrees that the Analyst Content and Feedback may be used and further distributed or otherwise used in furtherance of the Knowtions Services or as we may otherwise see fit. To the extent under applicable law that such Analyst Content and Feedback and related Proprietary Rights cannot be assigned by Analyst to Knowtions, Analyst grants to Knowtions a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, reproduce, modify, create derivative works based upon, perform and display publicly, make, have made, sell, offer to sell, import and otherwise exploit the Analyst Content and Feedback in any manner in which Knowtions sees fit, now known or hereinafter created. Further, Analyst shall obtain all necessary permits and licences, and comply with any applicable laws governing the privacy and security and any other requirements relating to providing notice and obtaining consent to collect and/or transfer Personal Information and data localization under applicable laws.


4. Release
You hereby agree that, for the consideration you receive through the Knowtions Services and by providing us any Analysis of Tasks, Analyst Content and Feedback, you understand that all works provided within the Analysis of Tasks and Analyst Content and Feedback will be owned exclusively by Knowtions. Furthermore, you hereby waive any right to any property, proprietary, intellectual property, ownership or other claim of ownership in or related to any Analysis of Tasks and Analyst Content and Feedback, and agree not to sue Knowtions and irrevocably, unconditionally and entirely release and hold Knowtions and any of its assigns harmless from all manner of liabilities, claims or demands of any kind or nature you may have against Knowtions and its assigns with respect to any rights you may have in the Analysis of Tasks, Analyst Content and Feedback, including but not limited to rights of privacy, publicity, copyright, or any claims for defamation.


5. Perfection
In order to ensure that Knowtions will be able to acquire, perfect and use all Analysis of Tasks and related Proprietary Rights, Analyst agrees, upon request by Knowtions, to sign any documents to assist Knowtions in the documentation, perfection and/or enforcement of its rights in the Analysis of Tasks and Analyst Content and Feedback and to undertake and perform all such other acts as are reasonably necessary for recording, perfecting, securing, defending, and enforcing such Analysis of Tasks and Analyst Content and Feedback 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 Knowtions agrees to reimburse you.

Payment
1. Earnings
As an Analyst, you will be required to provide an email address for a valid PayPal, Payoneer or Interac account. Within seven (7) days of completion of a Task by you to the satisfaction of Knowtions, as determined in its sole discretion, Knowtions will record an amount equal to the Earnings for such completed Task on your Earnings page on Knowtions Platforms. At the end of each month, Knowtions will send the approved amount to the account of your choice as indicated by you on your profile page. For clarification, and not by way of limiting the foregoing, you will not be paid for Tasks that are incomplete, that are of consistently poor quality, or that are not completed to the satisfaction of Knowtions, or that otherwise violate our Code of Conduct or this Agreement. You agree that you are solely responsible for any payment processing fees that Paypal or Payoneer may impose on you.

Disclaimer Of Warranties
THE KNOWTIONS SERVICES ARE PROVIDED BY KNOWTIONS ON AN "AS IS" AND "AS AVAILABLE" BASIS. KNOWTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE KNOWTIONS SERVICES. YOU AGREE THAT YOUR USE OF THE KNOWTIONS SERVICES IS AT YOUR SOLE RISK. KNOWTIONS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE KNOWTIONS SERVICES WILL BE UNINTERRUPTED, TIMELY, VIRUS-FREE, ERROR-FREE, OR SECURE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, KNOWTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE.

Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KNOWTIONS 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 KNOWTIONS SERVICES, WHETHER IN TORT OR CONTRACT. IN NO EVENT WITH KNOWTIONS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE KNOWTIONS SERVICES EXCEED THE GREATER OF THE AMOUNTS PAID TO YOU FOR YOUR TASKS IN THE PRECEDING TWELVE (12) MONTHS OR ONE HUNDRED CANADIAN DOLLARS (CAD $100).

SOME PROVINCIAL 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.

Indemnification
You agree to indemnify and hold harmless Knowtions and its subsidiaries, affiliates, employees, directors, representatives and agents 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: (1) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (2) content you submit, post, transmit or otherwise make available through the Service; (3) your use of the Service, (4) your connect to the Service, and/or (4) your failure to comply with any applicable laws and regulations in connection with your use of the Knowtions Services.

Termination, Access Restriction
This Agreement will be effective upon the earlier of your first visit to the Site or Knowtions Services and will remain in effect until terminated. Unless both you and Knowtions agree otherwise in writing, either of us may terminate this Agreement in our sole discretion for any reason, 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 Knowtions Services.

Without limiting Knowtions'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 Knowtions Services, and refuse to provide any or all Knowtions Services to you if: (1) you breach any terms and conditions of this Agreement or any other policies or procedures which Knowtions has made you aware of; (2) we suspect or become aware that you have provided false or misleading information to us; or (3) we believe, in our sole discretion, that your actions may (i) cause legal liability for Knowtions, you, a Customer or an Analyst, or (ii) 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 Knowtions Services under the same Account or a different account or reregister under a new account without the prior express written authorization of Knowtions.

Dispute Resolution Policy
Any dispute, controversy or claim arising out of or relating to this Agreement including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by binding, individual arbitration and not in a class, representative or consolidated action or proceeding under the Canadian Arbitration Association Arbitration Rules, federal arbitration law, and the laws of the Province of Ontario, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario, in all questions and controversies arising out of your use of this site and this Agreement. However, if for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial. If you want to begin arbitrating a Dispute, you must send a letter to us at the following address Knowtions, 675 King Street West, Suite 205, Toronto, ON CANADA M5V 1M9 requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we'll send such a letter to you at the email address or street address that you provided.

Taxes
You agree that it is your responsibility to: (1) determine any and all taxes, including without limitation, sales, use, value added, 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 Knowtions Services, or otherwise in connection with any action, inaction or omission of you or any of your employees, agents, contractors or representatives; and (2) collect, withhold, report, and remit correct taxes to the appropriate tax authority. You agree that Knowtions is not obligated to determine whether any taxes apply and is not responsible to collect, report, or remit any taxes arising from any transaction.

General Provisions

1. Compliance with Laws. The Knowtions Services may be used only for lawful purposes and in a lawful manner. You may not use the Knowtions 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.

2. No Waiver. No waiver of any term of this Agreement by Knowtions shall be deemed a further or continuing waiver of such term or any other term, and the failure by Knowtions to enforce any provision of this Agreement will not constitute a present or future waiver of that provision nor limit our right to enforce that provision at a later time. All waivers by us must be in writing and signed by us to be effective.

3. Assignment. You may not transfer, assign or delegate your rights or obligations under this Agreement to anyone without the prior express written authorization of Knowtions, and any attempt to do so will be null and void. Knowtions may assign this Agreement in its sole discretion.

4. Force Majeure. Knowtions 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.

5. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. The word "including" will be interpreted without limitation when used in this Agreement.

6. 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 Knowtions with respect to the Knowtions 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 Knowtions, the terms of this Agreement shall prevail.

7. English Language. It is the express wish of both Analyst and Knowtions that this Agreement and all related documents be drawn up in English. C'est la volonté expresse de l'Analyste et du Knowtions que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.