KLKT App — Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

Interpretation

• 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Terms.
• 1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].
• 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
• 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• 1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
• 1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
• 1.9 A reference to writing or written includes email but excludes fax.
• 1.10 References to clauses are to the clauses of these Terms.

2. The Services and Access to the App

2.1 Services and Submitted Content

a. Services means any and all human-generated tasks, inputs, or content requested by CNTXT, including without limitation transcription, annotation, labeling, validation, review, categorization, comparison, recording, demonstration, or submission of data or materials. This includes, without limitation: (i) speech audio (including read, spontaneous, and code-switched speech), (ii) images of handwritten text, (iii) images of printed or typed text and documents, and (iv) associated task metadata (including prompt identifiers, language or dialect labels, self-reported speaker attributes, device type, timestamps, and quality flags), as well as (v) video (including first-person or egocentric recordings), motion and inertial measurement unit (IMU) data, hand- and head-tracking data, electromyography (EMG) and other wearable or virtual/augmented reality sensor data, and any synchronised multimodal data capture. The Services further include any other data types, inputs, or materials made available through the App from time to time, in each case for purposes of data collection, artificial intelligence and machine learning model training, testing, validation, evaluation, improvement, research, or other related activities.

b. Submitted Content means any content, data, materials, or outputs submitted, uploaded, recorded, or otherwise made available by a User in connection with the Services, including without limitation all data types described in paragraph (a), together with any associated metadata. Submitted Content shall be deemed part of the Services, and all references to the Services in these Terms shall include Submitted Content. For the avoidance of doubt, Submitted Content includes any current or future data types or modalities made available through the App from time to time.

2.2 Access to the App

c. The App enables Users to create an account, access available tasks or assignments, submit completed Services, and subject always to these Terms, receive payment for accepted Services. CNTXT may, in its discretion, make available different tasks, campaigns, or projects to different Users, and may set or vary eligibility criteria, task instructions, quality standards, review processes, submission requirements, payment rates, and payout thresholds from time to time.

d. Once registered, the User may be able to view available Services, accept assigned tasks, upload or submit relevant materials through the App, and receive instructions applicable to each task. The User acknowledges that submission of a task does not guarantee acceptance, approval, or payment, and that all submitted Services may be subject to review, verification, rejection, quality control checks, or other assessment in accordance with these Terms.

e. Where a submitted Service is accepted in accordance with the applicable task criteria and these Terms, CNTXT shall credit the User's account or arrange payment through the applicable payment method, subject to any minimum payout threshold, processing timelines, withholding rights, tax deductions, or other conditions set out in these Terms. The User further acknowledges that CNTXT may reject, partially accept, or decline to pay for any Service that does not meet the required specifications, contains errors, is incomplete, is fraudulent, or otherwise fails to comply with the applicable instructions or these Terms.

3. User Accounts and Registration

3.1 Account Creation Requirements

To access the App and provide the Services, User must create an account by providing accurate, current, and complete registration information, and such additional information as may be required for specific account types. User acknowledges that provision of false, inaccurate, incomplete, or misleading information may result in immediate account suspension or termination without notice.

Individual accounts are intended for personal use by a single named user and may not be shared, transferred, or accessed by multiple persons using a single set of credentials.

3.2 Legal Capacity and Authority

User represents and warrants that: (a) User possesses the legal capacity to enter into binding contracts under applicable law; (b) User is at least eighteen (18) years of age; and (c) User is not prohibited from accessing or using the Service under applicable laws or regulations.

3.3 Eligibility by Territory

The Services are available only to Users resident in territories approved by CNTXT from time to time. CNTXT may add, restrict, suspend, or withdraw eligibility in any territory at its discretion, and may decline registration or submissions from any territory that is not approved.

3.4 Account Security and Credential Management

• a. User is solely and exclusively responsible for maintaining the confidentiality and security of account credentials, including passwords, authentication tokens, and access codes.
• b. The User shall maintain strong, unique passwords, enable two-factor authentication or multi-factor authentication where available, and not disclose account credentials to any third party.
• c. User shall immediately notify CNTXT of any actual or suspected unauthorized access to User's account, security breach, credential compromise, or unauthorized use by contacting support@klkt.ai with detailed information regarding the suspected security incident.
• d. CNTXT implements security measures including password hashing using industry-standard algorithms, encryption of credentials in transit and at rest, session timeout mechanisms, suspicious login detection, and account lockout after multiple failed authentication attempts.

3.5 Google Services (Google Sign-In)

a. If you choose to sign in using Google Sign-In (SSO) or connect your Google account, you authorize us to access and process the limited Google user data necessary to enable the requested functionality, including authentication, account linking, and secure access to the Service. We do not sell Google user data. We only disclose or transfer such data to third parties where required to provide the Service, comply with applicable law, or ensure the security and integrity of the Service, in accordance with our Privacy Policy.

3.6 Account Information Accuracy and Updates

• a. User must maintain accurate, current, and complete account information throughout the duration of the account relationship, including current email address for critical communications and valid details including KYC information, required for payment.
• b. User shall promptly update account information within five (5) business days of any changes to contact details or billing information.
• c. CNTXT is not responsible for failed communications, missed notifications, or payment processing errors, resulting from User's failure to maintain current contact, KYC, or payment information.
• d. CNTXT reserves the right to verify account information accuracy through documentation requests, identity verification procedures, or payment authorization checks, and may suspend accounts pending verification completion.

3.7 Multiple Accounts and Account Sharing Restrictions

• a. Users are generally limited to one (1) account per individual for providing the Services.
• b. Creating multiple accounts for the purpose of evading account restrictions or terminations, or otherwise abusing the App is strictly prohibited and constitutes grounds for immediate termination of all associated accounts without refund.
• c. Sharing individual account credentials with other persons is prohibited and violates the Terms.
• d. CNTXT may employ technical measures to detect multiple account abuse including IP address monitoring, device fingerprinting, usage pattern analysis, and cross-account correlation, and may terminate accounts suspected of violations.

3.8 Account Suspension and Restriction

• a. CNTXT may immediately suspend or restrict access to User's account without prior notice upon reasonable belief that: (i) User has materially breached any provision of these Terms including acceptable use restrictions, or content policies; (ii) User's account is being used for illegal purposes, fraudulent activities, or activities that harm CNTXT, other users, or third parties; (iii) User's account shows signs of security compromise including unauthorized access attempts, credential sharing, or suspicious activity patterns; (iv) suspension is necessary to prevent imminent harm, substantial service disruption, or legal liability; or (v) CNTXT receives legal process, court orders, or governmental demands requiring account restriction.
• b. During suspension, User will be unable to access the Service, upload new content, or access existing data, though CNTXT may in its discretion provide limited read-only access for data export purposes.
• c. Suspended accounts may be reinstated upon successful resolution of the underlying issue, completion of identity verification procedures, or satisfaction of conditions imposed by CNTXT, though reinstatement is at CNTXT's sole discretion and not guaranteed.
• d. Accounts suspended for terms violations, illegal activities, or security threats may be subject to immediate termination without opportunity for reinstatement or data recovery.

3.9 Inactive Account Management

• a. Accounts with no login activity, submission of Services, or account management actions for twelve (12) consecutive months shall be deemed inactive and may be subject to automated deletion procedures.
• b. Data associated with inactive accounts will be deleted in accordance with standard data retention policies following account deletion.
• c. Inactive account deletion does not affect User's ability to create a new account in the future, though previously deleted data cannot be recovered.

3.10 Communications and Notifications

• a. By creating an account, User consents to receive electronic communications from CNTXT including App-related announcements regarding system updates, new features, or functionality changes; security alerts concerning potential threats, password reset requests, or suspicious account activity; payment confirmations, payment failure alerts; legal and policy updates including Terms modifications, Privacy Policy changes, and regulatory compliance communications; and User support responses addressing User inquiries, technical issues, or account matters.
• b. Transactional and service-related communications cannot be opted out as they are essential for account management, security, and legal compliance purposes.
• c. Marketing communications, promotional offers, feature announcements, and educational content require separate opt-in consent and may be unsubscribed at any time through unsubscribe links provided in such communications or through account communication preference settings.
• d. Critical security notifications, legal notices, terms updates, and breach notifications will be sent to the primary email address associated with User's account and are deemed received upon sending, regardless of actual receipt, making it essential that User maintain current email information.
• e. Users may update communication preferences through account settings but cannot opt out of essential transactional, security, or legal communications required for proper account operation.

4. Submitted Content

• a. You are solely responsible for all Submitted Content that you upload, submit, record, transmit, or otherwise provide through the App, including its accuracy, legality, quality, reliability, appropriateness, and compliance with these Terms and applicable law.
• b. CNTXT makes no representation or warranty in relation to any Submitted Content submitted by you or any other user. To the fullest extent permitted by law, CNTXT assumes no responsibility and no liability for any Submitted Content, including any errors, omissions, inaccuracies, infringement, illegality, offensiveness, misuse, loss, damage, or consequences arising from such Submitted Content or from any reliance placed on it by any person.
• c. You acknowledge that you may be exposed to Submitted Content that is inaccurate, incomplete, objectionable, inappropriate, or unlawful, and that your use of the App and any reliance on Submitted Content is at your own risk.
• d. CNTXT has the right, but not the obligation, to review, refuse, reject, remove, disable access to, or delete any Submitted Content at any time, with or without notice, where CNTXT believes that such Submitted Content may breach these Terms, infringe any rights, create risk for CNTXT or any third party, or otherwise be inappropriate. CNTXT's exercise or non-exercise of these rights does not make CNTXT responsible or liable for any Submitted Content.
• e. You agree that any liability, loss, damage, claim, cost, or expense arising out of or relating to your Submitted Content shall be your sole responsibility, and you remain fully liable for the Submitted Content even if CNTXT reviews, accepts, processes, uses, removes, or deletes it.

5. Submission Guidelines

5.1 Prohibited Content

You may not use the App or submit any Submitted Content in any way that:

• a. is defamatory, obscene, harassing, abusive, threatening, hateful, discriminatory, or otherwise unlawful;
• b. contains nudity, sexually explicit material, sexualized content, or adult-oriented imagery;
• c. shows minors, children, or young people under the age of 18, including in any images, videos, voice recordings, or other media;
• d. includes personal data of third parties (such as names, addresses, phone numbers, email addresses, ID numbers, or other identifying information) without their permission and any required consents under applicable law;
• e. includes AI-generated, synthetic, deepfake, edited, or materially altered images, audio, or video without clearly disclosing that fact to us where required by us or by law;
• f. tries to reverse engineer, decompile, disassemble, or otherwise figure out how the App works or what is inside it;
• g. uses bots, scrapers, automation tools, or similar means to access, monitor, or extract data from the App;
• h. tries to bypass our security controls, rate limits, login or authentication checks, or other protections;
• i. transmits viruses, malware, or any harmful code;
• j. pretends to be someone else, or falsely claims to represent a person, company, or organization;
• k. tries to collect or store personal data about other users; or
• l. violates any law, regulation, or official guidance in connection with your use of the App or your Submitted Content.

5.2 Filming Protocol and Bystander Consent

• a. The User must not capture, and the Submitted Content must not contain, the personal data of any individual other than the User. The User shall record only in a controlled environment and shall take all reasonable steps to ensure that no individual other than the User appears in, or is identifiable from, the Submitted Content.
• b. Where, despite those steps, any other individual is or may be captured, the User must obtain that individual's express consent through the release process made available in the App, and submit that consent with the Submitted Content, before submission. Consent obtained under this paragraph does not relieve the User of the obligations in (a), (c), and (d).
• c. The User must not capture any individual under the age of eighteen (18) in any circumstances, and must not submit, and must obscure before submission, any facial image or other direct biometric identifier of any person. These bars apply notwithstanding any consent obtained under (b).
• d. The User must ensure that no third-party identification, correspondence, screens, documents, or other personal information of any person is visible in the Submitted Content.

5.3 Rejection Criteria

Submissions may be rejected where any of the following conditions apply:

• a. Quality failures, including noisy, clipped, or unintelligible audio, or blurry or illegible images.
• b. Technical specification failures, including incorrect file format, resolution or sample rate below required minimums, submissions outside permitted length bounds, occlusion or obstructed camera view; motion blur; incorrect framing, angle, or field of view; insufficient or excessive lighting; incomplete or incorrectly performed task; loss of synchronisation between the video and sensor/tracking streams, or corrupted files.
• c. Off-task submissions or content in an incorrect language or dialect.
• d. Duplicate submissions.
• e. Fraudulent or automated submissions, including AI-generated, bot-produced, or spoofed content.
• f. Coverage saturation, where a submission may be declined if applicable quotas or data coverage targets have already been met.
• g. Consent or rights failures, including where all necessary permissions, consents, or legal rights have not been obtained.

5.4 Submission Guidelines

a. Each task, campaign, or project is subject to the specific guidelines and technical specification made available through the App for that task (the "Submission Guidelines"). By accepting a task, the User agrees to the Submission Guidelines applicable to it. The Submission Guidelines applicable to a task are those made available in the App at the time the User accepts that task; CNTXT may issue revised Submission Guidelines for tasks accepted after the revision. The Submission Guidelines form part of these Terms in respect of the relevant task.

b. If you submit content that breaches these rules, we may reject it, remove it from the App, withhold or cancel any payment, and in some cases suspend or terminate your account. We do not have to give you a warning before taking these steps, and we may still take any other action allowed under these Terms or applicable law.

6. Data Protection

6.1 Personal Data

In this clause, "Personal Data" means any information about an identified or identifiable natural person that is collected, stored, or processed by CNTXT through the App, including but not limited to your name, email address, phone number, account credentials, profile information, payment details, KYC documents, usage, device, and log data, approximate location information derived from IP addresses and any other information you provide when creating an account or using the App.

6.2 Privacy Policy

CNTXT processes Personal Data in accordance with the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL), and, where applicable, other applicable data protection laws (including GDPR where relevant). Full details of how CNTXT collects, uses, stores, shares, secures, and processes Personal Data, including Submitted Content, are set out in CNTXT's Privacy Policy. The Privacy Policy explains:

• a. the purposes for which CNTXT processes Submitted Content and personal information;
• b. the lawful bases for processing;
• c. how Submitted Content may be used for AI training, research, commercialisation, or other purposes;
• d. data retention periods;
• e. any international transfers of data;
• f. your rights regarding your personal information and Submitted Content; and
• g. how to contact CNTXT regarding data protection queries.

The Privacy Policy forms part of these Terms. By using the App and submitting content, you agree to the collection and processing of your personal information and Submitted Content as described in the Privacy Policy.

6.3 Collection and Use

CNTXT collects and processes Personal Data:

• a. to create and manage your account;
• b. to enable you to access and use the App and submit content;
• c. to verify your identity and complete KYC requirements;
• d. to assess, accept, and pay you for accepted Submitted Content;
• e. to communicate with you about the App, tasks, payments, and changes to these Terms;
• f. to monitor, prevent, and investigate fraud, misuse, security incidents, or breaches of these Terms;
• g. to comply with applicable laws, regulations, and legal obligations; and
• h. for any other purposes described in the Privacy Policy, including as permitted or required by law.

7. Compliance with Laws

7.1 User's general obligation. The User shall comply with all applicable laws, regulations, and governmental orders in connection with its use of the App and provision of Services, including those of the jurisdiction in which the User is located, resides, or performs the Services, and those of any jurisdiction in which Submitted Content is captured.

7.2 Recording, privacy, and consent laws. Without limiting Clause (a), the User is solely responsible for identifying, understanding, and complying with any laws applicable to recording, filming, or capturing images, audio, video, or other data of any person or private premises in the jurisdiction where the Submitted Content is created, including any requirement to obtain the consent of a Bystander or other third party, and any restriction on recording within a private residence. CNTXT's Filming Protocol, Submission Guidelines, and Privacy Policy do not constitute legal advice and do not relieve the User of this responsibility.

7.3 Sanctions, export control, and restricted parties. The User represents and warrants that it is not: (i) located in, incorporated in, or a resident of any country or territory that is the subject of comprehensive sanctions administered by the United Arab Emirates, the United States, the United Kingdom, or the European Union; or (ii) identified on any restricted party, denied person, or sanctions list maintained by such authorities. The User shall not use the App or provide Services in violation of any applicable export control, trade sanctions, or anti-money laundering laws.

7.4 Anti-bribery and anti-corruption. The User shall not offer, give, solicit, or accept any bribe, kickback, or other improper payment or benefit in connection with its use of the App or the Services, and shall comply with all applicable anti-bribery and anti-corruption laws.

7.5 Tax obligations. The User is solely responsible for determining and complying with its own tax obligations, including reporting and payment of any tax arising from payments received under these Terms, in the jurisdiction in which the User is resident, incorporated, or otherwise subject to tax.

7.6 CNTXT's compliance. CNTXT shall comply with applicable laws in the conduct of its business, including applicable data protection, anti-money laundering, and financial services laws relevant to its operation of the App and processing of payments, and may cooperate with, and disclose information to, competent regulators, courts, or law enforcement authorities where required or permitted by applicable law.

7.7 Consequences of non-compliance. Without limiting Clause 13 (Termination), any breach of this Clause by the User shall entitle CNTXT to suspend or terminate the User's account, withhold or reclaim any payment, reject or remove the relevant Submitted Content, and take any other action available to CNTXT under these Terms or applicable law, and the User shall indemnify CNTXT in accordance with Clause 15 (Indemnity) for any loss, liability, fine, or penalty arising from the User's breach of this Clause.

8. Payment

8.1 Payment Eligibility. You will only be eligible to receive payment for Submitted Content that is accepted by CNTXT in accordance with these Terms. Submission of Submitted Content does not guarantee acceptance, approval, or payment.

8.2 Acceptance. CNTXT will review all Submitted Content and may accept, partially accept, or reject it based on quality, accuracy, completeness, compliance with task instructions, and any other criteria set by CNTXT. You will be notified of acceptance or rejection through the App or via the contact method you provide. Only accepted Submitted Content will be considered for payment.

8.3 Payment Amount. The amount payable for accepted Submitted Content will be as specified for the relevant task, campaign, or project. CNTXT may change payment rates, introduce new tasks, or discontinue existing tasks at any time.

8.4 Payment Platform. CNTXT will make payments through a payment platform chosen by CNTXT, which may include but is not limited to bank transfer, card payment, digital wallet, or third-party payment processor. CNTXT may change the payment platform or method at any time without prior notice.

8.5 KYC and Verification. To receive payment, you must:

• a. Complete all Know Your Customer (KYC) and identity verification steps required by CNTXT or the payment platform;
• b. Submit all documents, information, or evidence required to verify your identity, eligibility, tax status, or banking details (including but not limited to government ID, proof of address, tax form, or bank account details);
• c. Keep your verification information up to date and promptly provide updated documents if requested.

CNTXT may withhold, delay, or cancel payment if you fail to complete KYC, submit required documents, or provide accurate information.

8.6 Payment Timing. Payments will be processed within 5 (five) days from acceptance of the Submitted Content. CNTXT is not responsible for delays caused by the payment platform, your bank, or other third parties.

8.7 Taxes and Deductions. You are responsible for any taxes, fees, or charges applicable to your payment, unless otherwise required by law. CNTXT may deduct any applicable taxes, fees, or charges required by law or imposed by the payment platform.

8.8 Withholding and Reversal. CNTXT may withhold, reverse, or cancel any payment if:

• a. Your Submitted Content is later found to be rejected, fraudulent, incomplete, or non-compliant;
• b. You breach these Terms or any applicable policy;
• c. KYC or verification is incomplete, inaccurate, or fails;
• d. CNTXT suspects fraud, abuse, or misuse of the App.

8.9 No Interest. Payment amounts held by CNTXT or the payment platform do not accrue interest, and you have no claim to any interest earned on such amounts.

9. Equipment

9.1 Equipment

• a. Unless CNTXT expressly agrees otherwise in writing, you are responsible for obtaining and maintaining, at your own cost, all devices, tools, equipment, software, accessories, internet connectivity, utilities, and other items needed to access the App and provide the Services.
• b. You are solely responsible for ensuring that any equipment you use is compatible with the App, in good working order, secure, and suitable for the Services. CNTXT is not responsible for any loss, damage, malfunction, incompatibility, maintenance, repair, replacement, or operating cost relating to your equipment, except to the extent expressly stated in these Terms.
• c. Any equipment purchased, leased, or otherwise obtained by you for the purpose of providing the Services will remain your property unless CNTXT expressly agrees in writing that ownership will transfer to CNTXT. You may not represent that any equipment is approved, supplied, or owned by CNTXT unless CNTXT has confirmed this in writing.

9.2 Reimbursement

• a. CNTXT may, in its sole discretion, reimburse you for certain equipment purchased by you solely for the purpose of providing the Services, but only where such reimbursement has been expressly approved in advance by CNTXT in writing. Reimbursement is limited to equipment that CNTXT considers reasonably necessary for the Services and will be subject to any conditions, limits, categories, caps, or approval procedures notified to you by CNTXT from time to time.
• b. To request reimbursement, you must submit a claim through the App in the form required by CNTXT together with valid receipts, invoices, proof of purchase, proof of payment, and any other supporting documents reasonably requested by CNTXT. CNTXT may refuse any claim that is incomplete, inaccurate, unsupported, submitted late, inconsistent with prior approval, or otherwise not compliant with these Terms or CNTXT's instructions.
• c. Unless CNTXT agrees otherwise in writing, reimbursement will be made only after CNTXT has verified the claim and only through the payment method or payment platform designated by CNTXT. CNTXT may offset any reimbursement against amounts otherwise payable to you, and no reimbursement will be due for ordinary personal devices, general home office costs, upgrades made for your convenience, or equipment that is not used primarily for the Services unless CNTXT expressly approves such costs in writing.

10. Intellectual Property Rights and License

10.1 Ownership and Assignment

• a. As between the User and CNTXT, the User hereby irrevocably assigns, transfers, and conveys to CNTXT, with full title guarantee, all right, title, and interest, including all present and future Intellectual Property Rights, in and to the Submitted Content, from the time such Submitted Content is accepted by CNTXT. To the extent any such rights do not vest automatically in CNTXT, the User agrees to assign, and hereby assigns, all such rights to CNTXT absolutely by way of present and future assignment, free from all liens, claims, charges, encumbrances, and third-party rights.
• b. No Intellectual Property Rights of CNTXT or its affiliates, licensors, or partners are transferred to you under these Terms, whether by license, assignment, transfer, or otherwise, unless expressly stated in writing signed by CNTXT. This includes, without limitation, all rights in the App, its source code, object code, user interface, design, trademarks, trade names, logos, data, algorithms, documentation, and any derivatives or updates.
• c. To the extent that any Submitted Content cannot be validly assigned, transferred, or waived under applicable law, the User grants to CNTXT and its affiliates a perpetual, irrevocable, worldwide, transferable, sublicensable, exclusive, royalty-free licence to use, host, store, copy, reproduce, modify, adapt, translate, format, publish, distribute, transmit, display, perform, extract, combine, analyse, commercialise, create derivative works from, and otherwise exploit such Submitted Content and related rights in any manner and for any purpose connected with CNTXT's business, including product development, artificial intelligence and machine learning training, testing, validation, evaluation, improvement, internal research, customer solutions, analytics, commercialization, and any other current or future business purpose.
• d. For the avoidance of doubt, this clause does not transfer ownership of the User's pre-existing Intellectual Property Rights that exists independently of the Submitted Content, except to the extent incorporated into the Submitted Content, in which case the licence in the foregoing clause shall apply.

10.2 Consideration

The User agrees that any payment made or payable by CNTXT to the User under these Terms in respect of accepted Submitted Content constitutes full, valid, and sufficient consideration for the assignment, transfer, use, exploitation, and other rights granted by the User under these Terms.

10.3 Moral Rights

To the maximum extent permitted by applicable law, the User irrevocably waives, and agrees not to assert, any moral rights, performer's rights, droit moral, or similar rights in or to the Submitted Content against CNTXT or any person authorized by CNTXT. Where any such rights cannot be waived, the User agrees not to enforce them against CNTXT or its affiliates, licensees, sublicensees, customers, successors, or assigns.

10.4 User Consents and Waivers

The User consents to CNTXT and persons authorized by CNTXT using, editing, adapting, altering, combining, reproducing, publishing, and otherwise exploiting the Submitted Content without attribution to the User and without any obligation to identify the User as the creator, author, speaker, performer, or source of the Submitted Content.

10.5 Further Assurances

The User shall, at CNTXT's request and cost, promptly sign, execute, and deliver any document and do any act reasonably required to give full effect to this clause, including to perfect, evidence, register, or enforce CNTXT's rights in the Submitted Content.

10.6 No Ongoing User Rights

Except for any limited rights expressly granted by CNTXT under these Terms, the User retains no right, title, or interest in or to the Submitted Content following submission, acceptance, and payment, and shall have no right to object to CNTXT's use, modification, commercialization, sublicensing, or other exploitation of the Submitted Content.

11. Third Party Links

• a. The App may include links to third-party websites, platforms, tools, or services (including payment processors, analytics providers, social media, and other integrations) that are not owned or controlled by CNTXT.
• b. CNTXT does not endorse, control, or assume any responsibility for the content, accuracy, privacy practices, policies, security, availability, or any other aspect of any third-party site or service. Accessing any third-party link is solely at your own risk.
• c. You acknowledge that third-party sites and services are governed by their own terms and privacy policies, and that you should review them before using them. CNTXT is not liable for any loss, damage, harm, or issue arising from your use of or reliance on any third-party website, service, content, product, or information.
• d. The inclusion of any link does not imply endorsement or sponsorship by CNTXT of the third party or any relationship with it, except as expressly stated in writing.

12. Confidentiality

12.1 In connection with your use of the App and provision of the Services, you may receive, access, learn, or otherwise become aware of Confidential Information belonging to CNTXT or its affiliates, customers, partners, service providers, or licensors. "Confidential Information" includes all non-public information in any form, whether oral, written, visual, digital, or otherwise, including these Terms, Submitted Content, task instructions, project requirements, prompts, datasets, samples, workflows, methodologies, technical information, software, tools, product plans, business information, commercial terms, pricing, customer information, security information, and any other information that is identified as confidential or that would reasonably be understood to be confidential by its nature or the circumstances of disclosure.

12.2 You must keep all Confidential Information strictly confidential and use it only to the extent necessary to access the App and perform the Services in accordance with these Terms. You must not disclose, publish, copy, reproduce, distribute, sell, license, exploit, or otherwise make available any Confidential Information to any other person without CNTXT's prior written consent.

12.3 You must protect Confidential Information using at least reasonable care and appropriate technical and organizational measures, and in any event no less than the degree of care you use to protect your own confidential information of a similar nature. You must not share login credentials, allow any third party to access the App through your account, or use Confidential Information for your own benefit or for the benefit of any third party.

12.4 The obligations in this clause do not apply to information that you can demonstrate:

• a. is or becomes publicly available through no breach of these Terms by you;
• b. was lawfully known to you without restriction before disclosure by CNTXT;
• c. is lawfully received by you from a third party without breach of any confidentiality obligation; or
• d. is independently developed by you without use of or reference to the Confidential Information.

12.5 If disclosure of Confidential Information is required by law, regulation, court order, or a competent authority, you may disclose only the minimum amount legally required, and, where legally permitted, you must give CNTXT prompt written notice before making the disclosure so that CNTXT may seek protective treatment or other appropriate relief.

12.6 You must promptly notify CNTXT if you become aware of any actual or suspected unauthorized access to, use of, or disclosure of Confidential Information, and you must cooperate with CNTXT in investigating and mitigating the issue. Upon request by CNTXT, or upon termination of your access to the App, you must promptly stop using and, to the extent reasonably possible, delete or return Confidential Information in your possession or control, except where retention is required by law.

12.7 This clause survives termination of these Terms and information that remains confidential by nature must be protected for so long as it remains a confidential information under applicable law.

13. Termination

13.1 Term. These Terms apply from the date you accept them or start using the App and continue until terminated as set out in this clause.

13.2 Termination by User. You may stop using the App and terminate these Terms at any time by deleting your account or by contacting CNTXT.

13.3 Termination by CNTXT. CNTXT may terminate your access to the App and these Terms at any time:

• a. for any reason, by giving you notice through the App or by email; or
• b. immediately, if you breach these Terms, engage in prohibited or unlawful conduct, submit content that violates these Terms, misuse the App, act fraudulently, or pose a risk to CNTXT, other users, or third parties.

You may be notified of termination through the App, by email, or by other reasonable means.

13.4 Effect of Termination. When your access is terminated:

• a. You will no longer be able to access the App, submit content, or use CNTXT's services;
• b. You will not be entitled to payment for any Submitted Content that has not been accepted by CNTXT before termination, unless otherwise required by law;
• c. CNTXT may, at its discretion, pay you for any accepted Submitted Content that was completed before termination, subject to these Terms and any applicable payout rules;
• d. All licences, assignments, and Intellectual Property Rights transfers granted by you to CNTXT under these Terms will remain in full effect.

13.5 No Compensation for Termination. Except as expressly stated in these Terms or required by law, neither you nor CNTXT is entitled to any compensation, damages, or refund because of termination, including for loss of future earnings, opportunity, or use of the App.

13.6 Account Closure and Data. After termination, CNTXT may delete or deactivate your account and may retain or delete your data as allowed by its Privacy Policy and/or applicable law.

14. Disclaimers and Warranties

14.1 By CNTXT

• a. As is / as available. The App is provided on an "as is" and "as available" basis. CNTXT does not warrant that the App will be uninterrupted, error-free, secure, or available at any particular time, that defects will be corrected, or that the App will be free of viruses or other harmful components.
• b. No implied warranties. To the fullest extent permitted by applicable law, CNTXT disclaims all warranties, conditions, and representations in respect of the App, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
• c. No guarantee of tasks or earnings. CNTXT does not guarantee that any task, campaign, or project will be made available to the User, or that the User will receive any minimum volume of tasks, acceptances, payments, or earnings. The availability, type, number, and payment rate of tasks are determined by CNTXT at its sole discretion and may change at any time.
• d. Savings. Nothing in this clause excludes or limits any liability, warranty, or right that cannot be excluded or limited under applicable law, including under the UAE Consumer Protection Law where it applies.

14.2 By User

• a. The User has obtained all consents, permissions, and releases necessary for CNTXT and its clients to use the Submitted Content for the purposes set out in these Terms, including from any individual appearing in the Submitted Content; and
• b. The Submitted Content does not infringe the privacy, data protection, image, or other rights of any person.

15. Indemnity and Liability

15.1 Indemnity by User

The User shall indemnify, defend, and hold harmless CNTXT, its affiliates, officers, directors, employees, agents, contractors, licensors, service providers, successors, and assigns from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with the User's:

• a. access to or use of the App;
• b. breach of these Terms;
• c. Submitted Content, including any allegation that the Submitted Content is inaccurate, unlawful, misleading, defamatory, obscene, harmful, infringing, unauthorized, or otherwise in breach of any law, these Terms, or third-party right;
• d. violation of any Intellectual Property Rights, privacy, data protection, publicity, confidentiality, or other rights of any person;
• e. failure to obtain any consent, permission, authorization, or lawful basis required for the Submitted Content; or
• f. any fraud, misconduct, negligence, or unlawful act or omission by the User in connection with the App or the Services.

15.2 Exclusion to Liability

Nothing in these Terms excludes or limits any liability of CNTXT that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by CNTXT's negligence, or any other liability that applicable law does not permit CNTXT to exclude or limit.

15.3 CNTXT Liability

• a. Subject to the Terms, and to the fullest extent permitted by applicable law, CNTXT shall not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive loss or damage, or for any loss of profits, revenue, business, opportunity, goodwill, reputation, data, anticipated savings, or use, arising out of or in connection with the App, the Services, the Submitted Content, or these Terms, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, or otherwise.
• b. CNTXT's total aggregate liability to you arising out of or in connection with the App, the Services, Submitted Content, or these Terms shall not exceed the total amount actually paid by CNTXT to you under these Terms during the six (6) months immediately preceding the event giving rise to the claim, or, if no such amount has been paid, USD 100.

16. Force Majeure

16.1 Neither Party shall be liable for any failure or delay in performing any of its obligations under these Terms (other than a payment obligation) to the extent that such failure or delay is caused by a Force Majeure Event.

16.2 "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including without limitation: act of God, fire, flood, earthquake, extreme weather, epidemic or pandemic; war, invasion, act of terrorism, civil commotion, or riot; strike, lockout, or other industrial action (other than by the affected Party's own personnel); embargo, sanction, or change in law, regulation, or governmental order; failure, interruption, or unavailability of the internet, telecommunications, or third-party hosting, cloud, or payment infrastructure; power failure; and any cyberattack, denial-of-service attack, or similar malicious act by a third party not caused by the affected Party's breach of these Terms.

16.3 A Party seeking to rely on this clause shall: (a) promptly notify the other Party of the Force Majeure Event, its anticipated duration, and its effect on performance; and (b) use reasonable endeavours to mitigate the effect of the Force Majeure Event and resume performance as soon as reasonably possible.

16.4 If a Force Majeure Event prevents, hinders, or delays CNTXT's performance of its obligations for a continuous period of more than sixty (60) days, CNTXT may, by written notice to the User, suspend access to the App or the affected Services for the duration of the Force Majeure Event, or terminate these Terms without liability, save that CNTXT shall remain liable to pay for any Submitted Content accepted prior to the Force Majeure Event in accordance with Clause 7.

16.5 For the avoidance of doubt, this clause does not excuse or suspend the User's obligations regarding Submitted Content already submitted, the licences and assignments granted under Clause 9, or the confidentiality obligations under Clause 11.

17. Modifications

CNTXT may modify these Terms from time to time to reflect changes in: (i) applicable laws, regulations, or legal requirements; (ii) service functionality, features, or technical capabilities; (iii) business practices, security measures, or operational procedures; (iv) payout / payment terms. For material modifications that affect User's rights or obligations, CNTXT will provide thirty (30) days' prior notice through: (i) email notification to the address associated with User's account; (ii) prominent notice within the App interface; (iii) posting on the CNTXT website or service documentation. Continued use of the Service after the effective date of any modifications constitutes User's acceptance of the revised terms, except where additional affirmative consent is required by applicable law. If User does not agree with any material modifications, User's sole remedy is to terminate their account and discontinue use of the App in accordance with the termination procedures set forth herein.

18. No Partnership, Employment or Agency

18.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.2 The User provides the Services as an independent provider on a non-exclusive, per-task basis. Nothing in these Terms creates any employment, worker, partnership, joint venture, secondment, or agency relationship between the User and CNTXT. The User is not entitled to any wage, salary, end-of-service gratuity, leave, insurance, pension, or other benefit available to an employee under any applicable labour law, and is solely responsible for the User's own taxes, social contributions, and regulatory obligations arising from any payments received.

19. Notices

19.1 Any notice given to a Party under or in connection with these Terms shall be in writing and shall be:

• a. delivered by hand or by commercial courier at its registered address; or
• b. sent by email to the address provided by the User.

19.2 Any notice shall be deemed to have been received:

• a. if delivered by hand, at the time the notice is left at the proper address;
• b. if sent by commercial courier, at 9.00 am on the second Business Day after collection by or delivery to the commercial courier of the notice; [or]
• c. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. Governing Law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of the Abu Dhabi Global Market, United Arab Emirates ("ADGM").

21. Jurisdiction

The Parties agree that any and all claims, disputes, or controversies arising from or related to these Terms (including non-contractual disputes or claims) shall be exclusively settled through binding arbitration conducted in ADGM. The arbitration shall be conducted in accordance with the rules and procedures established by the ADGM Arbitration Centre, and the decision rendered by the arbitrator(s) shall be final and binding upon the Parties. The arbitration proceedings shall be conducted in English. The arbitrator(s) shall be allowed to order in its award that all or part of the legal or other costs incurred by a party be paid by another party, unless the parties agree otherwise in writing. For the avoidance of doubt, legal and other costs shall include without limitation attorneys' fees, costs for expert witnesses, costs to have witnesses travel to the arbitration and costs for copying and presenting exhibits.