Last Modified: May 28, 2018
Thank you for using our products and services (“Services”). These are the Terms and Conditions of Use ("Terms") that apply between you and Prism Labs, Inc. referred to as "XPO", "XPO.Network" or "Company" or "we" or “us” or “our”. You can accept these Terms by: (1) clicking to accept or agree to the Terms where this option is made available to you by XPO for any Service; or (2) actually using the Services. Please read the Terms carefully -- if you do not agree to these Terms, do not access or use the Services. If you use our Services on behalf of an organization, you agree to these Terms on behalf of your organization and represent that you have the authority to do so.
Some of our Services may require additional terms or product requirements (e.g. age requirements). We will make additional terms available with the relevant Services, and those additional terms will become part of your agreement with us if you use those Services.
We may modify these Terms at any time and in our sole discretion. XPO will provide notice of changes to the Terms by displaying notices or links to notices through the Services (for example, on this page). Your continued use of the Services will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you should discontinue your use of the Services. Please look at the Terms regularly. In these Terms, the the words “including” and “include” mean “including, but not limited to.”
Note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes. Please review the arbitration agreement carefully. By accepting these Terms, you expressly acknowledge that you have read and understand the arbitration agreement.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH XPO AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and XPO agree: (a) to waive your and XPO’s respective rights to have any and all Disputes arising from or related to these Terms, the Services, or the Content resolved in a court; and (b) to waive your and XPO’s respective rights to a jury trial. Instead, you and XPO agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
You and XPO agree that any Dispute arising out of or related to these Terms, the Services, or the Content is personal to you and XPO and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and XPO agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and XPO agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
You and XPO agree that these Terms affect interstate commerce and that the enforceability of this arbitration agreement shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
You and XPO agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within 30 days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to XPO shall be sent firstname.lastname@example.org. Your notice must include: (a) your name, postal address, telephone number, the email address you use or used for your XPO registration and, if different, an email address at which you can be contacted; (b) a description in reasonable detail of the nature or basis of the Dispute; and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with these Terms and will include: (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute; (y) a description in reasonable detail of the nature or basis of the Dispute; and (z) the specific relief that we are seeking. If you and XPO cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable party, then either you or XPO may, as appropriate and in accordance with this arbitration agreement, commence an arbitration proceeding or, to the extent specifically provided for above, file a claim in court.
Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and XPO agree that any Dispute must be commenced or filed by you or XPO within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and XPO will no longer have the right to assert such claim regarding the Dispute). You and XPO agree that: (a) any arbitration will occur in San Francisco County, California; (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference; and (c) that the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco County, California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have: (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable; and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The Streamlined Arbitration Rules and Procedures ("Rules") of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either: (a) acknowledge and agree that you have read and understand the Rules of JAMS; or (b) waive your opportunity to read the Rules of JAMS and any claim that the Rules of JAMS are unfair or should not apply for any reason.
If any term, clause or provision of this arbitration agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this arbitration agreement will remain valid and enforceable. Further, the waivers set forth in this arbitration agreement are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Dispute Resolution section by writing to: email@example.com. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the provisions regarding governing law and venue below.
We provide a variety of different Services, which include creating, sending, and performing tasks via our microtask service.
When you use our Services, you may provide content to us or third parties may submit content to you through the Services (“Content”). The Content you provide or submit to us is owned by you. These Terms do not give us any rights to your Content except for the limited rights set forth in these Terms.
The schedules attached to these Terms (each a “Schedule”) are a part of these Terms. However, a Schedule will only apply to you if you engage in the activity or use our Services to which the Schedule applies.
Bitcoin is a dynamic digital currency, and there may be risk of loss when trading, holding, and transacting with bitcoin. XPO is not an exchange that provides services for trading, holding, or investing bitcoin.
XPO has no control over, or any liability for, any Content that you may buy from, or sell to, third parties via peer-to-peer transactions. If you encounter an issue with a bitcoin transaction for goods and services with a third party, please notify XPO at firstname.lastname@example.org, including if you suspect a third party has behaved in violation of these Terms.
XPO is not responsible for any loss of your digital currency due to mishandling, theft, or any other factor outside of XPO’s direct control.
You may only use our Services as permitted by law, including all applicable export and re-export control laws and regulations, including, without limitation, the U.S. Export Administration Regulations.
You are responsible for all uses of off-chain buffer you may receive from XPO through the Services. You are responsible for any taxes due with respect to your use of the Services and any payments we make to you. We do not intend to create a partnership with you for any tax or other purpose.
Unless otherwise indicated, the Services are the property of XPO and using the Services does not grant you ownership of any intellectual property rights in our Services. These Terms do not grant you any right, title or interest in the Services, others’ content in the Services, or XPO branding or logos used in our Services. Please do not remove, obscure, or alter any legal notices displayed in or along with our Services. We love hearing feedback, but do note that we may use any feedback to improve our Services without any additional obligation to you.
In addition, our Services may enable you to redeem or earn off-chain buffer to obtain Content or as payment for completing a Task via the XPO Inbox (as those terms are hereinafter defined). When you redeem or earn off-chain buffer via the Services, this is not a peer-to-peer transaction and you are transacting solely with the Company. All redemptions of off-chain buffer are not cancellable and not refundable, except as set forth: (1) in these Terms; (2) our official XPO refund policy made available with the applicable XPO Service; or (3) as required by law. Off-chain buffer does not constitute a personal property right and has no monetary value.
You may need a XPO account to use some of our Services. By creating an account, you agree to: (1) provide accurate, complete, and current information; and (2) protect your account by keeping your password confidential. You agree that you will not create more than one XPO account to access the Services. You are responsible for the activity that happens on or through your XPO account. If you learn of any unauthorized access to your account, contact email@example.com.
If you create a XPO account, we may display your name, photo, and public actions you take in our Services (such as comments you post to the XPO Marketplace). We will respect the choices you make to limit sharing or visibility settings in your XPO account where these choices are made available to you. Please note that your public profile is by definition "public", and any profile information you choose to display there will be publicly available.
By using the Services, you may access Content that is owned by third parties. XPO has no responsibility or liability for your access or use of third-party Content that is made available to you through the Services, including whether you acquire the Content through a peer-to-peer transaction with a third party, Content is made available to you via XPO Inbox, or by redeeming off-chain buffer with us. While we are not obligated to review Content, we may remove or refuse to provide access to Content that we reasonably believe violates our policies or the law. The Services and Content may not be available in all jurisdictions, and we may restrict use of all or a portion of the Services and Content in certain jurisdictions.
Some of our Services may allow you to download client software ("Client Software"), including the Client Software that enables you to buy and sell Content via the XPO Marketplace. For these local clients, you agree that we may download and install updates to the Client Software automatically onto your device once a new version or feature is available. Some Services may let you adjust your automatic update setting. The Client Software is licensed and not sold to you by XPO. Subject to these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Client Software provided to you by XPO to access the Services. If any component of the Client Software is offered under an open source license, the provisions of that license may expressly override some of these Terms. You may not copy, modify, create derivative works from, distribute, sublicense, reverse engineer, decompile, sell, make available over any network or lease any part of our Services or the included Client Software, unless the foregoing restrictions are prohibited by law.
From time-to-time, we may provide you access to beta or other pre-release versions of our Services. We will designate when a Service is in beta or pre-release by including the designation “BETA”, or a similar designation, in or near the product description. When a Service is in beta or pre-release, the Service is still in development and is not ready for general commercial release. Such Service may contain bugs, errors and defects, and you should not expect the Service to perform in the same way as a fully launched, commercial service. You acknowledge that we do not guarantee the full commercial introduction of any beta or pre-release Service.
You are responsible for your conduct and you must comply with our Acceptable Use Policy, which is incorporated by reference into these Terms. We may review your use and access of the Services for compliance with these Terms and our Acceptable Use Policy , though we have no obligation to do so. XPO is not responsible for your use of the Services.
Your privacy is very important to us. XPO’s privacy policies at XPO/privacy explain how we collect, use, and disclose information about you, including information we may collect from any device that includes our Software.
We respond to notice of alleged copyright infringement according to the process set out in the U.S. Digital Millennium Copyright Act. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Such notices should be sent to firstname.lastname@example.org. We reserve the right to delete content alleged to be infringing and terminate accounts of infringers.
You agree to indemnify, defend, and hold harmless XPO and its affiliates, officers, agents and employees from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to: (1) your use of or inability to use the Services (including off-chain buffer or the XPO Marketplace) or Content; (2) any Content you provide or offer to provide; (3) any peer-to-peer transaction you have with other users; or (4) your violation of these Terms. Although we provide an Acceptable Use Policy for using our Services, we cannot control and take no responsibility for users’ actions and Content.
We have put in a great deal of effort to deliver you Services that we hope you find valuable, but there are certain things we can’t promise about them. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER XPO NOR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS (“XPO PARTIES”) MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES OR CONTENT. THE SERVICES AND CONTENT ARE PROVIDED “AS IS.” XPO DOES NOT WARRANT THAT: (1) THE OPERATION OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE; (2) THE FUNCTIONS CONTAINED IN THE SERVICES OR CONTENT WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; OR (3) ANY DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE XPO PARTIES BE RESPONSIBLE TO YOU FOR ANY: (1) LOSS OF USE, DATA, BUSINESS OR PROFITS; (2) FINANCIAL LOSSES; OR (3) INDIRECT, SPECIAL CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS WILL BE WHETHER OR NOT THE XPO PARTIES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF XPO PARTIES ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES (INCLUDING OFF-CHAIN BUFFER AND THE XPO MARKETPLACE) OR CONTENT EXCEED THE AMOUNT YOU PAID TO US IN A CENTRALLY CONTROLLED GOVERNMENT-ISSUED CURRENCY TO USE OUR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
These Terms and your access to and use of the Services will be governed by the laws of the State of California, U.S.A., without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco County, California.
You can stop using our Services at any time (though we hope you don’t!). Our Services are constantly being updated, and you should revisit these Terms regularly. We reserve the right to suspend or terminate users, reclaim XPO account usernames without any liability to you, or change, suspend, discontinue or disable access to the Services at any time and without notice at our sole discretion. We also reserve the right to terminate your access and use of the Services if you violate these Terms or any policies referenced herein, or if you use the Services in a way that we reasonably believe creates legal liability for us.
If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect. XPO’s failure to enforce a provision of these Terms will not be considered a waiver. You may not assign any of your rights under these Terms to anyone else, and any such attempt will be void. All of our rights under these Terms are freely assignable by us in connection with a merger, acquisitions, or sale of assets, or by operation of law or otherwise. These Terms control the relationship between yourself and XPO. They do not create any third party beneficiary rights. We reserve all rights not expressly granted to you.
As part of our Services, you may choose to: (1) create and distribute emails or tasks via the XPO Inbox that require an individual’s special skill to perform and complete (each a “Task”); and (2) receive such Tasks through our Services. When you create a Task, you are a “Requester.” When you receive a Task, you are a “Contractor.” The XPO Inbox is a platform that XPO has created and operates that provides Task creation tools and distribution infrastructure for Requesters, and Task lead generation and related services to Contractors. For example, a Requester -- a group of entrepreneurs -- may seek review and to get feedback on their product, and create a Task aimed at users of that product (the Contractor in this case) based on the Contractor’s special skill and knowledge of their startups area of focus. A Task may be sent in various ways, including by clicking the appropriate buttons on a XPO Profile associated with the Contractors.
A Requester retains the right to set the price for a completed Task upon creating the Task. Requester will remit to Company such Task completion price, including the Service Fee (as defined below), upon Task creation (the “Requester Payment”). The Requester Payment is a transaction between a Requester and Company for Company’s fulfillment of Task creation and distribution obligations for Requester. Company reserves the right to adjust, modify, or cancel Tasks submitted by Requester -- Company agrees to exercise this right in a reasonable manner.
Requester agrees to pay Company any fees for each Service that Requester purchases (each a “Service Fee”) in accordance with the pricing, payment terms, and billing method presented to Requester for that Service. Fees paid by Requester are non-refundable except as expressly set forth in these Terms or when required by law. Company reserves the right to change the Service Fee at any time and will provide notice if the Service Fee is changed. Continued use of the Services after a Service Fee change constitutes Requester’s acceptance and consent to such change.
The relationship between Contractor and Company under these Terms is solely that of independent contracting parties. Contractor and its subcontractors are not employees of Company, and will not be entitled to any rights or benefits provided to Company employees, waive any right to them, and promise never to claim them. Contractor has no authority to bind Company and Contractor agrees to not hold itself as an employee, agent, or authorized representative of Company. CONTRACTOR REPRESENTS AND WARRANTS THAT CONTRACTOR: (1) HAS FULL POWER AND AUTHORITY TO ACCEPT THESE TERMS AND PERFORM OBLIGATIONS HEREUNDER; (2) IS AT LEAST 18 YEARS OLD; AND (3) WILL COMPLY WITH ALL APPLICABLE LAWS IN PERFORMING TASKS UNDER THESE TERMS.
If Contractor undertakes to perform a Task via Company’s Services, Contractor acknowledges and agrees that: (1) Contractor retains the sole right to determine the manner in which a Task is performed, including where a Task is performed, and when a Task is performed; (2) Contractor will provide all devices and other materials that are necessary to complete the Task, and be responsible for the acquisition, cost and maintenance of such devices and materials; and (3) Company will not direct or control Contractor generally or in Contractor’s performance under these Terms or of a specific Task. Contractor may delegate or subcontract any of its obligations under this Schedule. Contractor will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors. Contractor agrees that it will not use scripts, robots, or other automated methods to complete Tasks
Contractor retains sole discretion on whether to perform, or not perform, any Tasks that Company makes available to Contractor via the Services. Contractor further acknowledges that: (a) Contractor may engage in any other occupation or business; and (b) Company has no right to restrict Contractor from engaging in any other occupation or business activity.
Requester will pay Contractor off of the Company's service in the amount displayed in each Task received by Contractor upon full completion of the Task (the “Contractor Payment”) acceptance by Requester and payment request by the Contractor. The Contractor Payment is a transaction between Contractor and Requester. Contractor acknowledges and agrees that the Contractor Payment is the only payment that Contractor will receive in connection with a completed Task.
Contractor is responsible and required to complete all tax registration obligations and calculate all tax liabilities arising from Contractor’s completion of Tasks via Company’s Services. Upon Company’s reasonable request, Contractor agrees to provide all relevant tax information in connection with performing tasks via Company’s Services.
Ownership Of Work Product And Intellectual Property
Upon Contractor's receipt of full payment from Requester, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Requester, and Requester will be deemed to be the author thereof. If Contractor has any Intellectual Property Rights to the Work Product that are not owned by Requester upon Contractor's receipt of payment from Requester, Contractor hereby automatically irrevocably assigns to Requester all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Contractor retains no rights to use, and will not challenge the validity of Requester's ownership in, such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.
License To Or Waiver Of Other Rights
If Contractor has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Requester by Contractor, Contractor hereby automatically, upon Contractor's receipt of full payment from Requester, unconditionally and irrevocably grants to Requester during the term of such rights, an exclusive, even as to Contractor, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Contractor has any rights to such Work Product that cannot be assigned or licensed, Contractor hereby automatically, upon Contractor's receipt of payment from Requester, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Requester or related to Requester's customers, with respect to such rights, and will, at Requester's request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
Contractor will assist Requester in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Requester is unable, after reasonable effort, to secure Contractor's signature on any document needed in connection with the foregoing, Contractor hereby designates and appoints Requester and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Contractor.
For any Content you submit via XPO Inbox for distribution, you will: (1) comply with XPO’s Acceptable Use Policy; and (2) provide accurate information regarding your Content.
You hereby grant XPO the non-exclusive, royalty-free right to make available and distribute your Content through XPO’s Services to end users. Following termination of this Schedule, XPO will no longer distribute your Content, but we may retain a copy of any Content hosted by XPO for supporting our Services, such as to distribute copies to end users who completed Tasks prior to termination, as described in the section below titled Term and Termination.
You hereby grant XPO the non-exclusive, royalty-free, worldwide right to use, promote, publicly display and publicly perform the Content for promotional purposes in connection with the Services.
You represent and warrant that you have all intellectual property rights in and to your Content and that the use and distribution of your Content will not infringe any intellectual property or other proprietary rights of a third party. If you use third-party materials, you must have the right to distribute those materials in the Content. You may not submit any Content that is subject to third party intellectual property or other proprietary rights unless you are the owners of such rights or have permission to include them in the Content.
Except for the license rights granted by you in this Section, XPO agrees that it obtains no right, title or interest from you to any Content, including any intellectual property rights incorporated in the Content.
This XPO Inbox Schedule commences on the date accepted by you (as set forth in the Terms) and shall continue until terminated as set forth herein. Either you or Company may terminate the XPO Inbox Schedule: (1) without cause at any time upon thirty (30) days prior written notice to the other party; (2) immediately, without notice, for the other party’s material breach of the XPO Inbox Schedule; or (3) immediately, without notice, in the event of the other party’s insolvency or bankruptcy, or upon the other party’s filing of a request for suspension of payment (or similar action) against the terminating party. Upon termination of the XPO Inbox Schedule, you shall no longer use the Services for which the XPO Inbox Schedule applies. Outstanding payment obligations and all provisions that by their nature are intended to survive termination or expiration of the XPO Inbox Schedule shall so survive.
The XPO.Network Team