1. Acceptance of terms
These Terms of Service ("Terms") govern access to and use of the website, client dashboard, and data annotation, evaluation, and review services (collectively, the "Services") provided by Vendor+ Data, Inc. ("Vendor+", "we", "us"). By accessing our website or engaging our Services, you agree to these Terms on behalf of yourself and the organization you represent. If you do not agree, you should not use the Services.
2. Description of services
Vendor+ provides human-in-the-loop data labeling, RLHF and model evaluation, data collection, trust & safety review, and domain-expert annotation services. Specific deliverables, volumes, pricing, service levels, and timelines for a given engagement are set out in an order form, statement of work, or master services agreement ("Order"), which forms part of the agreement between the parties together with these Terms.
3. Client responsibilities
As a client of Vendor+, you agree to:
- Provide accurate taxonomies, guidelines, and quality criteria for the data submitted.
- Hold all necessary rights, licenses, and consents to submit content for annotation.
- Not submit content that is unlawful, infringing, or that you do not have the right to share.
- Pay applicable fees in accordance with the relevant Order.
- Designate an authorized point of contact for scoping, feedback, and acceptance of deliverables.
4. Acceptable use
You may not use the Services to submit content that violates applicable law, infringes third-party intellectual property or privacy rights, or that Vendor+ reasonably determines poses a legal, safety, or reputational risk to our reviewer workforce. We reserve the right to pause or decline work on any submission that we believe violates this section, and will notify the client promptly.
5. Intellectual property
As between the parties, clients retain all right, title, and interest in the data, content, and taxonomies they submit, and in the resulting labels and annotations delivered by Vendor+, subject to full payment of applicable fees.
Vendor+ retains all right, title, and interest in its own software, annotation tooling, guidelines templates, quality methodologies, and any general know-how developed in the course of providing the Services, excluding any client-specific data embedded within it.
6. Fees & payment
Fees for the Services are set out in the applicable Order and are due in accordance with the payment terms stated there. Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date. Late payments may accrue interest at the maximum rate permitted by law and may result in suspension of active engagements until the account is brought current.
7. Confidentiality
Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, and no less than a reasonable standard of care. Client content submitted for annotation is treated as confidential information and is accessible only to personnel and systems assigned to the relevant engagement, as described in our Security page.
8. Warranties & disclaimers
Vendor+ will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in an Order, the Services are provided on an "as is" basis and Vendor+ disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
9. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages arising from these Terms or the Services. Except for breaches of confidentiality, intellectual property infringement, or a party's indemnification obligations, each party's total liability arising out of or related to these Terms will not exceed the fees paid or payable under the applicable Order in the twelve (12) months preceding the claim.
10. Indemnification
Each party agrees to indemnify and hold the other harmless from third-party claims arising from its breach of these Terms, its gross negligence or willful misconduct, or, in the case of a client, from content submitted for annotation that infringes third-party rights or violates applicable law.
11. Term & termination
These Terms remain in effect for as long as an active Order is in place between the parties. Either party may terminate an Order in accordance with its termination provisions, or immediately upon material breach that remains uncured for thirty (30) days following written notice. Sections relating to intellectual property, confidentiality, payment obligations accrued prior to termination, and limitation of liability survive termination.
12. Governing law & disputes
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles, unless otherwise specified in an applicable Order. Any dispute arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, except where the parties have agreed to alternative dispute resolution in an Order.
13. Changes to these terms
We may update these Terms from time to time. Material changes will be reflected by an updated "Last updated" date, and, for active clients, communicated in advance where reasonably practicable. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
14. Contact us
Questions about these Terms can be directed to nokillazone@gmail.com.