SIGN-SPEAK PARTICIPATION AGREEMENT
Last Updated: April 9, 2024

This Sign-Speak Participation Agreement (the "Agreement") is a binding agreement between you and Sign-Speak Inc. regarding usage and access to the ASLing site (together with associated products and services, the "ASLing"). This Agreement consists of the terms and conditions below, and incorporates by reference herein:

* the ASLing Payment page (https://sign-speak.com/legal/slp/payment);
* the Contractor Agreement (see your email);
* The community guidelines (https://sign-speak.com/legal/slp/community); and,

any other policies, procedures, and other guidelines that we post on ASLing or otherwise make available to you.

By accessing (including by automated means) or registering for ASLing, you (the Contractor) accept this Agreement and represent that you are at least 18 years old and have authority to bind yourself or the company you represent to this Agreement. By accessing ASLing, you acknowledge that the terms of this agreement or referenced documents may have changed and agree to be bound by the most up-to-date versions of all documents
For purposes of this Agreement, "Tasks" mean any service or task that Sign-Speak requests you to perform on or through the ASLing. ASLing participants who perform Tasks are "Contractors". References to “you” and “your” (and other second person pronouns) in this Agreement apply to the Contractors. References to “we” and “our” (and other first person pronouns) referer to the Sign-Speak.

Registration.
* Registration. When you register for ASLing, you must provide complete and accurate information and ensure that such information (as well as any additional information we may require to, among other things, verify your identity) is complete, accurate, and up-to-date at all times.
Your ASLing Account. You may not use multiple email Accounts to register for the ASLing. The name associated with your ASLing account must not suggest any affiliation with us or any other person or entity without their authorization.
Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password, and any use or action taken under your account. You agree to have all actions taken by your account, whether legitimate or not, attributed to you. If your password is compromised, you must change your password. You may not permit any other person or entity to request or perform Tasks using your account. If you believe there is an error or unauthorized transaction or activity associated with your account, you must contact us immediately.

ASLing’s Role. ASLing is a venue for Contractors to perform Tasks.
* Contractors. As Contractor, you agree that: (i) you will interact with Sign-Speak in a professional and courteous manner, and provide reasonably requested information in connection with your performance of Tasks; (ii) you will use your human intelligence and independent judgment to perform Tasks in a competent and workmanlike manner; (iii) you will not use robots, artificial intelligence, scripts, or other automated methods as a substitute for your human intelligence or independent judgment to perform Tasks; (iv) you will supply complete and accurate information for all Tasks you perform; (v) the Tasks you perform may be rejected without cause and any payment obligations owing to you will be canceled if rejected; and (vi) you agree that you will perform all services under this Agreement inside the United States.
* Work for Hire. Any work product from Tasks you perform as a Contractor is a "work made for hire" for the benefit of the Sign-Speak, and you (i) agree that all ownership rights, including all intellectual property rights, will vest with that Sign-Speak immediately upon your performance of those Tasks, (ii) waive all moral or other proprietary rights that you may have in that work product (iii) waive any rights that you may have to your likeness that appeared within the tasks. To the extent any ownership rights do not vest in the Sign-Speak under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all rights, titles, and interests, including all intellectual property rights, in that work product to that Sign-Speak. This assignment encompasses all data previously shared with the corporation by the contractor, whether in the context of the current engagement or any prior professional relationship.
* Independent Contractor. Contractors perform Tasks for Sign-Speak in their personal capacity as an independent contractor and not as an employee of Sign-Speak. As a Contractor, you agree that: (i) 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; (ii) this Agreement does not create an association, joint venture, partnership, franchise, or employer/employee relationship between you and Sign-Speak; (iii) you will not represent yourself as an employee or agent of a Sign-Speak or our affiliates; (iv) you will not be entitled to any of the benefits that a Sign-Speak or affiliates may make available to its employees, such as vacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; and (v) you are not eligible to recover worker's compensation benefits in the event of injury.
* Policies and Site Access. Your right to use ASLing is limited to your use and you are only authorized to use it in connection with requesting and performing Tasks. You may not use ASLing for any other purposes or in any way that: (i) is unlawful; (ii) harms Sign-Speak (e.g., to support any competing crowdsourcing site), or its affiliates, customers, suppliers, or other parties, as determined in our sole discretion; (iii) violates this Agreement; or (iv) could damage, disable, overburden, or impair ASLing (or any network(s) connected to ASLing), interferes with any other party's use of ASLing, or otherwise undermines the integrity of ASLing or any of its features. You may not use any data mining, robots, or similar data gathering or extraction tools on ASLing.
* Feedback; Materials You Post or Provide. We may implement mechanisms allowing us to track your requests for, or your performance of, Tasks and rate your performance as a Worker, and we reserve the right to collect that feedback related to you. The Task content that you upload via ASLing (each a “Submission”) may be retained and used to improve ASLing and other machine learning-related products and services offered by us or our affiliates. For all Submissions, you grant us a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to (i) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, your Submission in connection with operating and improving ASLing or other Sign-Speak products, and (ii) sublicense these rights. We will not pay you for your Submission. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.
* Preview Tests. We may offer access to confidential, preview, beta, or similarly designated pre-release versions of ASLing features, technologies, or services for evaluation and testing purposes (collectively, "Preview Tests"). If you participate in a Preview Test that we designate as confidential, you will keep all information about that Preview Test and your participation confidential until we give you authorization that you may disclose this information. You also agree that: (i) the preview materials are works in progress and may contain bugs, errors, or other defects; (ii) participating in Preview Tests is at your own risk and we are not liable for loss of data or other damage caused by Preview Tests; (iii) you will comply with all policies and guidelines related to Preview Tests made available to you; (iv) we may add or modify restrictions related to access to or use of the preview materials, or suspend or terminate participation in Preview Tests, at any time; (v) if you provide us with any feedback related to Preview Tests, we will be entitled to use that feedback without restriction; (vi) you will not provide your Preview Test access to any other person; and (vii) we have no obligation to make preview materials generally available.
* Fraudulent Transactions. Fraudulent transactions may result in loss of your account balance. You should contact us immediately if you believe an unauthorized transaction or activity associated with your account has occurred.

Payment Terms. Sign-Speak may use the services of a payroll provider or other third party to process payments, disbursements, and related transactions on ASLing (all such payment options collectively, the "Payment Processing Service"). All payments made by Sign-Speak to Contractors for Tasks must be made through the Payment Processing Service. Your use of the Payment Processing Service is subject to the following terms and conditions.
* Selection of Disbursement Schedule. Contractors will be paid every two weeks. Payments will be transferred in accordance with such Worker selected payment disbursement schedule to the Worker’s selected form of payment.
* Disbursement Options. We may enable Contractors to disburse earned amounts to an ACH-enabled bank account (provided such ACH-enabled banked account is located in the United States). We reserve the right to disable, supplement, or modify the disbursement options available to Contractors in certain geographies at any time. For more information on the disbursement options currently available, please refer to our FAQs. All amounts paid will be in US Dollars. Funds will only be disbursed in compliance with this Agreement, and applicable laws and regulations. Contractors may not share an ACH-enabled bank account. We reserve the right to require additional information to verify your identity or your ACH-enabled account.
* Authorizations. You authorize us, and third-party service providers or agents acting on our behalf, to hold, receive, and disburse funds in accordance with your payment instructions. Your authorization permits us to (i) debit or credit your ACH-enabled bank account (including by generating a paper draft or an electronic funds transfer); (ii) transfer, disburse, or process other payment transactions associated with Tasks; (iv) settle payment for any fees that may be charged under this Agreement; and (v) make, directly or through third parties, inquiries to validate information that you provide to us. If there is an error in the processing of any transaction described above, you authorize us to debit or credit your ACH-enabled bank account and evidence such action in your Sign-Speak Account to correct the error. If we are unable to collect amounts owed to us for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-enabled bank account or payment instrument that you have on file with us. Your authorizations will remain in full force and effect as long as any amounts under this Participation Agreement are due to or from us or due to any Worker.
* Receipt by API of funds from Sign-Speak on Contractors’ behalf in connection with Prepaid Tasks that have been approved shall be deemed receipt of funds from Sign-Speak by Contractors and will satisfy the obligations owed to Contractors by Sign-Speak in the amount of the applicable payment by the Sign-Speak, even if API fails to remit such funds received from Sign-Speak.
* Limitations. Your Asling account may be subject to certain transaction limits, which may affect your ability to make or receive payments or to withdraw funds. Any limits may be modified at any time. These limits may be affected by several factors, including, without limitation, our assessment of the risk associated with your account, the amount of pending or potential chargebacks, the information you provide, our ability to verify your account information, and requirements of law. In addition to account limits, we may restrict transactions to or from your account or limit access to funds in your account in an amount and for a period of time we deem necessary to protect us or others if (a) we are subject to financial risk; (b) you have violated any term of this Agreement; (c) you have pending chargebacks or you may have chargebacks; (d) any dispute exists involving your account, or Tasks requested or performed in connection with your account; (e) needed to protect the security of our systems; (f) we suspect any unauthorized, fraudulent, suspicious, abusive, or unlawful activities; or (g) required by law or court order or if otherwise requested by law enforcement or any governmental entity. Other than a credit to a Worker's account for Tasks performed by that Worker, amounts held in your account cannot be transferred to other Sign-Speak or Contractors.
* Limited Payment Processing Role; No Liability for Transactions or Delays. We are not a bank and do not offer banking services. Except for our limited role in providing the Payment Processing Service, we are not involved in any underlying transactions between ASLing participants. We do not guarantee delivery of payment on behalf of our payroll processor. In addition, to the fullest extent permitted by applicable law, we will not be liable for any failure, delay, or damages arising out of the Payment Processing Service, or any transactions entered into through ASLing.
* Account History and Balances; Dormant Accounts. You may view your Sign-Speak account activity on ASLing. You will not receive interest or any other earnings on your account balance. Your account balance is not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, we may combine your account balance with the funds of other ASLing participants, invest them, or use them for other purposes permitted by applicable laws. If there is no activity (as determined by us) in your account for the period of time set forth in applicable unclaimed property laws and you have an account balance, we may notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your account open. We may also provide notice via U.S. mail. If you do not respond to our notice(s) within the time period we specify, we may close your account and send your account balance to your state of residency, as determined by us based on the information associated with your account. If we are unable to determine your state of residency or your account is associated with a foreign country, your funds may be sent to the state of Delaware.
* Taxes. You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value-added, and other taxes or duties assessed, incurred or required to be collected, or paid for any reason in connection with any request for, or performance of Tasks, or your use of ASLing, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. WE MAY WITHHOLD AND REPORT ON PAYMENTS TO TAXING AUTHORITIES. YOU AGREE THAT WE ARE NOT OBLIGATED TO DETERMINE WHETHER TAXES APPLY AND WE ARE NOT RESPONSIBLE TO COLLECT OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.
* Compliance. ASLing may be used only for lawful purposes and in a lawful manner. In connection with your use of ASLing, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You represent and warrant that neither you nor your financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury's Specially Designated Nationals List and Foreign Sanctions Evaders List, and the U.S. Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority. We reserve the right to monitor or investigate any Tasks, Submissions, transactions, activity, or content associated with ASLing or your account, and take any action that we deem appropriate.

Use of Information; Publicity and Confidentiality.
* Our Use of Information. By visiting or registering for ASLing, you authorize the collection, use, and disclosure of information in accordance with the Privacy Provisions contained within this agreement. In addition, we may share certain information about you to ASLing participants to facilitate the service relationship and improve ASLing, including, for example, data validation, feedback, ratings, and other attributes related to your use of ASLing.
* Your Use of Information. You may only use information or other data acquired from your use of ASLing solely as necessary to use ASLing and for no other purpose (e.g., you may not use that information or data for solicitation, advertising, marketing, unsolicited e-mails or spamming, harassment, invasion of privacy, or otherwise objectionable conduct).
* Publicity and Confidentiality. You may receive information relating to us or ASLing that is not known to the general public ("Confidential Information"). You agree that (i) all Confidential Information will remain our exclusive property, (ii) you will use Confidential Information only as is necessary for your participation on ASLing, and (iii) you will not otherwise disclose Confidential Information to any other person. Unless you have received our express written permission, you may not issue any press release related to Sign-Speak ASLing or your use of ASLing.
* No Warranties. THE ASLING, THE PAYMENT PROCESSING SERVICE, THE TASKS, AND THE TASKS ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF ASLING MATERIALS, THE PAYMENT PROCESSING SERVICE, THE TASKS, AND THE PERFORMANCE AND RESULTS OF THE TASKS ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ASLING, THE PAYMENT PROCESSING SERVICE, OR THE TASKS. AND DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; OR (B) ANY WARRANTY THAT ASLING, THE PAYMENT PROCESSING SERVICE, OR THE TASKS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, OR THAT THE TASKS AND THE PERFORMANCE OF THE TASKS ARE LAWFUL, OR THAT SIGN-SPEAK WILL PERFORM AS PROMISED OR TO YOUR SATISFACTION; OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
* Indemnification. You will indemnify, defend and hold harmless Sign-Speak ASLing and its affiliates (and their respective officers, directors, employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, 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 that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) any Tasks you request or perform and any Submissions, including any actual or alleged infringement or misappropriation of third-party rights by any of those Tasks or Submissions; (iii) your wrongful or improper use of ASLing; (iv) a finding that Sign-Speak and you are in an employer-employee relationship, or (v) a dispute between you and any ASLing participant.
* Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, ASLING, THE PAYMENT PROCESSING SERVICE, THE TASKS, OR TRANSACTIONS THROUGH ASLING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, ASLING, THE PAYMENT PROCESSING SERVICE, THE TASKS, OR TRANSACTIONS THROUGH ASLING, EXCEED THE TOTAL AMOUNT OF FEES EARNED BY SIGN-SPEAK’S ASLING AND OUR AFFILIATES IN CONNECTION WITH YOUR PERFORMANCE OF TASKS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
* Applicable Law; Disputes. You agree that any dispute relating in any way to this Agreement, ASLing, the Payment Processing Service, the Tasks, or the Performance and Results of the Tasks will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
* There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
* To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 40 Franklin ST Suite 400 Rochester, NY 14604. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules.
* We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
* Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights.
* Termination; Access Restriction. We may terminate this Agreement or terminate or suspend your account and access ASLing without notice for any reason. Upon any termination or suspension of this Agreement, your right to use ASLing will cease, and you will not be able to retrieve any information related to your account. If we terminate this Agreement, then your account balance, less any amounts you owe us (including an amount determined by us to be adequate to cover chargebacks, refunds, adjustments, or other offsets we are entitled to take in connection with your account), may be withdrawn if all withdrawal-related authentication requirements have been fulfilled. However, if we terminate this Agreement for cause (e.g., you have breached this Agreement), your remaining account balance (if any) may be forfeited.

General Provisions.
* Entire Agreement. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement, including when submitted by you in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.
* Modifications to ASLing and this Agreement. We may modify, suspend or discontinue ASLing, in whole or in part, at any time without notice. We may modify this Agreement in the future by updating the terms on ASLing. Continued use of ASLing will constitute your acceptance of the modified terms.
* Assignment. You may not assign or transfer any rights, obligations or privileges that you have under this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, at any time without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.
* Severability; Interpreting the Terms. 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.
* No Waiver. The failure by us 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.
* Notices. All notices relating to this Agreement will be sent by e-mail or will be posted on ASLing. You consent to us sending you e-mails relating to ASLing from time to time. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us through ASLing. E-mail notices or notices posted on ASLing are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received when sent.