United States of America
Welcome to Solvᵀᴹ, provided by Concentrix Europe Ltd (or the "Company", "we," "our", or "us"). Solv's platform and services allows our client companies ("Clients") to build networks of solver contributors ("Solvers") who respond and answer questions for various Client end user customers.
IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
BY ENTERING AND EXECUTING THE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE REVIEWED ALL TERMS AND HAVE TAKEN TIME TO UNDERSTAND THE TERMS.
1. Platform, Services and Solvers
1.1 Overview . The Solver Platform allows third party Clients ("Clients") to build a network of Solvers, who can earn money as a result of successfully answering questions and/or providing information to customers of the applicable Client.
1.3. Solver Qualification and Responsibilities . Once your Solvᵀᴹ Account and Registration Information are verified (if required), you are eligible to take applicable tests which may include, but are not limited to, skills and language tests, to determine your qualifications, skills and expertise and to be routed to a specific client or clients in order for them to engage you as independent contractors to perform Solver Tasks on behalf of Clients. You represent and warrant that: (a) your Solvᵀᴹ Account and Registration Information are truthful and accurate; (b) you will maintain the accuracy and completeness of such information; and (c) your use of the Services and performance of Solver Tasks does not violate any applicable law or these Terms. You may delete your Solvᵀᴹ Account at any time and for any reason, by following the instructions provided in the Services. We reserve, at all times, the right to accept or reject your application for a Solvᵀᴹ Account, as well as your initial and ongoing participation in the Services. You are responsible for maintaining the confidentiality of your Solvᵀᴹ Account login information and any 3rd Party login in (where required) and are fully responsible for all activities that occur under your Account. You must notify Solvᵀᴹ immediately if you suspect that your Account has been compromised, your account information stolen or used by someone else or any other breach or suspected breach of security. In any case, it is not permissible to reach/deal with the Client other than through Solvᵀᴹ Platform in accordance with the Terms agreed upon.
1.4. Conduct, Confidentiality and Data Protection . You shall maintain a high level of professionalism, including complying with your conduct and confidentiality responsibilities, as referenced in the sections on Conduct and Confidential Information below. For privacy, data protection and security purposes, you also agree to comply with additional duties and safeguards concerning protection of Confidential Information that may be provided to you by Solvᵀᴹ. You specifically agree that you may not copy, use or store Confidential Information. We may suspend or limit your rights to use the Services at any time for any reason at our sole discretion, including any use of the Services in violation of these Terms.
1.5. Independent Solver . As a Solver, you will provide services as an independent contractor and in no way shall you be considered an employee of the Company or any client or clients for whom you provide services as per the request of the client or clients. You are solely responsible for your performance and quality of the service and tasks carried out as a Solver as well as the activity or activities related to the Services, including any equipment, devices and connectivity you require to perform said Services. The Services help to optimize the routing and resolution of tasks to perform Solver Tasks, but Solvᵀᴹ does not assume responsibility for any Solver Content or for actions by any independent third parties, including but not limited to Solver, Clients, or Clients' Customers.
2. Licenses, Restrictions and Disclaimers.
2.1. Grant. Subject to these Terms, we grant you a non-transferable, non-exclusive license to access and use the Solv Platform and receive the Services for the purpose of viewing Client requests for and performance of Solver Tasks.
2.2. Restrictions. You will not: (a) license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, the Solver Platform or technology thereunder; (b) modify, copy, distribute, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services, the Solver Platform or related technology; or (c) access the Services in order to build a similar or competitive service or technology; or (d) share any of your passwords, access protocols or other methods of accessing the Services.
2.3. Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Services, or any part thereof with or without notice at any time during your registration as a Solver on Solvᵀᴹ Platform for any reason whatsoever. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
2.4. Ownership. You acknowledge that all the intellectual property rights in the Services and the Solv Platform are owned by us, our licensors and Third-Party Providers (as defined below). The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. We and our licensors reserve all rights not granted in these Terms. Without limiting the generality of the foregoing, all trademarks, logos and service marks ("Marks") displayed on the Services and the Solver Platform are our property or the property of other third party licensors. You are not permitted to use these Marks without our prior written consent or the consent of such third-party licensors and Third Party Providers which own the relevant Marks.
2.6. Not Part of the Services. The Services may be made available through independent Client websites, help desks, and other online properties and digital customer service channels. Our Clients are responsible for these independent properties and configuration of Solvᵀᴹ technology that offers requests to perform Solver Tasks. None of the activities of Solvers, Customers, or the performance of any Solver Tasks is provided by Solvᵀᴹ, or the responsibility of Solvᵀᴹ in any way whatsoever.
3.1. General. You are solely responsible for your Solver Content and any activity related to Solver Content or use of the Services for the purpose of providing Solver Content. You assume all risks associated with provision of Solver Content and activity related to providing Solver Content, including any reliance on its accuracy, completeness, or usefulness by others. The Company acknowledges that you may assign any and all rights and interests you may have in or to Solver Content to a Client that engages you to author and/or create the applicable Solver Content. Any rights or interests you may have in or to Solver Content are limited to answers and information that you author or create on behalf of a Client. Solver Content does not include the Solvᵀᴹ Platform, the Services or any intellectual property rights in or to the Solver Platform and Services, including, without limitation, any answers or information authored or created by other Solvers that may be retained in, on or with the Solver Platform and Services.
4.1. Acceptable Use Policy. The following sets forth our "Acceptable Use Policy" for your use of the platform: You understand that content provided by any user, including Solver Content or other content, whether publicly posted or privately transmitted, is the sole responsibility of the person who created the respective content. This means that you, and not we as the Company or the Clients, are entirely responsible for content that you upload, post, email, transmit or otherwise make available via the Services, including any task you view or complete. Specifically, you must not use the Services to:
5.2 Employment Indemnity . As this agreement constitutes a contract for the provisions of services and not a contract of employment, you shall indemnify Solvᵀᴹ, the Company and/or the Client (or any of their group companies) for and in respect of:
5.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with your services or Solver Content under this agreement, where the recovery is not prohibited by law. You shall further indemnify Solvᵀᴹ, the Company and/or the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Solvᵀᴹ, the Company and/or the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
5.2.2 any liability arising from an employment related claim or claim for worker status (including reasonable costs and expenses) brought by you against Solvᵀᴹ, the Company and/or the Client arising out of or in connection with your services, Solver Content or other content, under this agreement.
5.2.3 Solvᵀᴹ, the Company and/or the Client may at its option satisfy such indemnity (in whole or part) by way of deduction from any payments due to you.
5.3 Control When Completing Tasks . In the event you elect to respond to requests to perform Solver Tasks, in no event shall Company or any Client have control over your work or methods of contribution or provision. As an independent contractor you will: choose which Client requests for performance of Solver Tasks to respond to, set your timeframe to carry out the requested tasks; determine your own patterns and methods of work; use your own devices, supplies, tools, and equipment, including internet access; perform work for any third parties of your choosing; and perform all work independently. You will not: use any property or equipment of Solvᵀᴹ or its Clients; perform any services on any premises of Clients; be required to provide any reports, written or oral, to Clients; or be integrated into the business operations or dealings of Solv's Clients. Neither Solvᵀᴹ nor any of its Clients will: pay for your expenses; provide instructions or direction to you on the location, time, methods, or means of performance of services; or supervise you in any form, fashion or manner.
6.1 Payment . Company will facilitate payments to you on behalf of each Client via PayPal or some other third party payment processor. Solvᵀᴹ, in its sole discretion, will select a payment processor and you must create an account with this payment processor to receive payment. Payment shall be facilitated in accordance with the applicable Clients' acceptance policy for the performance of Solver Tasks. In order to direct payment to you as a Solver, we require information to verify your identity and to combat fraud. Solvᵀᴹ reserves the right (but do not assume an obligation), at our election or upon request from the applicable Client or upon notice of any potential fraud, unauthorized charges or other misuse of the Services, to place on hold or cancel any payment.
6.2 Taxes . If you provide Solver Tasks, you are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to receipt of payments in connection with providing solver content and receiving payments therefor. Solvᵀᴹ, the payment processor or the applicable Client will report (and may withhold withholding taxes with respect to (to the extent required by law) payments to you to the Internal Revenue Service (or other taxing authorities) as required by law or may suspend payments, in the event that you fail to provide the Company with the documents evidencing the reporting of your payments and the payment of any tax dues as a result of carrying out these tasks to the applicable Client as required by any federal, state, or local tax authority.
7. Confidential Information
7.2 Confidential Information Obligations.
7.2.1 You will keep all Confidential Information in strictest confidence and will not collect, use, store, disclose, or otherwise process any Confidential Information, except as instructed to do so in writing by a Client or Solvᵀᴹ or as is strictly necessary to performing Solver Tasks and in accordance with a Client or Solv's instructions and applicable law.
7.2.2 You will not disclose, process, or otherwise use any Confidential Information in a manner that violates any applicable law and you agree to notify Solvᵀᴹ and/or any client in writing immediately if you believe that any instruction given by Solvᵀᴹ or a client would violate any applicable law.
7.2.3 You agree to notify us in writing immediately if you learn of any collection, use, storage, disclosure, or other processing of any Confidential Information in a manner not permitted by these Terms.
7.2.4 You further agree to take appropriate technical and organizational measures to ensure the confidentiality, integrity, availability, and resilience of any systems used for handling Tasks and protect against the unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Confidential Information transmitted, stored or otherwise processed.
7.2.5 You will not engage any other individual or entity to assist in providing Solver Content unless you are instructed to do so in writing by Solvᵀᴹ.
7.2.6 You agree to make available to the Solvᵀᴹ all information necessary to demonstrate compliance with the obligations set forth in this Section and applicable law regarding the Confidential Information, and to allow Solvᵀᴹ to conduct audits, including inspections, of your compliance with the obligations set forth in this section.
7.2.7 Upon the termination, cancellation or expiration of your Solvᵀᴹ Account for any reason whatsoever, or upon Solv's request at any time, you will destroy all Confidential Information, together with any copies that may be authorized herein. You may retain only that portion of Confidential Information that is necessary for you to verify receipt of any payments you receive for the purpose of complying with your tax obligations.
7.2.8 Your obligations under this clause 7 and general duty of confidentiality towards Client and Solvᵀᴹ shall continue on an on-going basis after the termination of this agreement.
7.2.9 Nothing herein is intended to or shall grant to you any license or other right of any nature to the use of any Confidential Information except as permitted in this Section. Nothing in these Terms shall be deemed to restrict you from providing the same or similar services in connection with third-party platforms, regardless of whether any such third party directly or indirectly competes with Solvᵀᴹ, except that you shall not use, in the provision of such services, any Confidential Information or other non-public information pertaining to Solv's business that is either designated and/or marked as confidential when disclosed to you, or which you knew or reasonably should have known, under the circumstances, was considered confidential or proprietary by Solvᵀᴹ even if not designated or marked as such.
Unless otherwise prohibited by applicable law, the Services are provided "as-is," and as available. Solvᵀᴹ expressly disclaims any and all representations, warranties, and conditions of any kind, whether express or implied, including those of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Solvᵀᴹ makes no warranty that the Services or the Solver Platform or any content therein: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable or complete.
9. Limitation of Liability
In no event shall Solvᵀᴹ (and our Clients, Clients' customers or Third Party Providers (collectively, "Partners") be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these Terms or your use of, or inability to use, the Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Services are at your own discretion and risk. Notwithstanding anything to the contrary contained herein, our (and our Partners') liability to you for any damages arising from or related to the Services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of: (a) fifty U.S. dollars ($50) or (b) amounts paid to you for Solver content or other content in the prior 12 months (if any).
10.1 By You. You agree to indemnify and hold Solvᵀᴹ, our parents entities, subsidiaries, affiliates, any related companies, our Partners, suppliers, licensors, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (i) your use of the Services, (ii) your Solver Tasks, or (iii) your violation of these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
You hereby release Solvᵀᴹ, our related entities, officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and activity of any kind, that is either directly or indirectly related to or arises from any interaction with, Solver Tasks from, or conduct of, Solvers, Clients, Client Customers, users or Third-Party Providers.
12. Term and Termination
Solvᵀᴹ may (a) suspend, limit or terminate your rights to use or access the Services (including your Solvᵀᴹ Account) on its own or at the request of a Client, or (b) terminate these Terms, at any time for any reason at our sole discretion, including but not limited to the following reasons: (i) for any use of the Services in violation of these Terms; or (ii) if while performing Solver Tasks, you do not meet, or cease to meet, the guidelines set forth in any supplemental agreement with a Client.; Upon termination of these Terms, your Solvᵀᴹ Account and right to access and use the Services will terminate immediately. You understand that any termination of your Solvᵀᴹ Account may involve deletion of your content associated therewith. We will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Solvᵀᴹ Account or deletion of your content. Even after these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.4, 2.1 - 2.6, 3 - 5, and 7 -15.
13. Copyright Policy
Solvᵀᴹ respects the intellectual property of others and
requires that Partners who access and use our Services do the same. In
connection with our Services, we have adopted and implemented a guideline
respecting copyright law that provides for the removal of any infringing
materials and for the termination, in appropriate circumstances, of Solvers
who violate our terms or infringe on intellectual property rights,
Choice of Forum. For any disputes arising out of the terms or conditions of this Agreement or your use of the Solvᵀᴹ platform or work providing Solver content, the parties hereby agree to submit to the personal jurisdiction of the courts located within Hamilton County, Ohio, for such purpose.
Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the State of Ohio, USA.
Changes to Terms. These Terms are subject to revision, and if Solvᵀᴹ makes any substantial changes, you will be notified by sending an email to the last e-mail address provided to Solvᵀᴹ (if any) and/or by prominently posting notice of the changes on our Services so it is visible when you visit and/or log-on to the Services for the first time after the change is posted. Such changes will not retroactively modify dispute provisions in Section 14 for any then-pending disputes. Your continued use of the Services after the changes have been posted shall constitute your acceptance of the changes. If you do not agree to the updated Terms, you must cease your use of the Services. Any changes to these Terms will be effective immediately following our posting of notice of the changes on our Services. You are responsible for providing us with your most current email address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Electronic communications. The communications between you and Solvᵀᴹ use electronic means, whether you visit the Services or send emails, or whether Solvᵀᴹ posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Solvᵀᴹ in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Solvᵀᴹ provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your statutory rights.
Entire Agreement. These Terms (which include any other rules posted on the Services) constitute the entire agreement regarding the use of the Services. Solv's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Solvᵀᴹ may freely assign these Terms. The terms of these Terms shall be binding upon assignees.
System Outages and Changes to Services. You acknowledge and agree there will be occasions when the Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are outside of our control, and that we will have no liability for your inability to access and/or use the Services, or any portion thereof, during any of the foregoing events. We reserve the right to change, alter or vary the Services, Services offered on or through the Services at any time without notice.
Third Party Beneficiary. Solvᵀᴹ and you acknowledge and agree that each Client is a third-party beneficiary of these Terms, and that, upon you accepting the terms and conditions of these Terms, each such Client will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
Force Majeure. We shall have no liability to you under the Terms if we are prevented from or delayed in performing our obligations under the Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.