UGC moderator

UGC Moderator Terms of Use Agreement

The UGC Moderator services (collectively, “Services”) are provided by Funcorp Limited (“Funcorp”), a Cyprus corporation. By accessing or using the Services, however accessed, you manifest your intent and agree to be bound by this Terms of Use Agreement (“Agreement”).

This Agreement and the terms contained herein is subject to change by Funcorp at any time, in its sole and absolute discretion, and without notice. Therefore, you are instructed to review the terms of this Agreement prior to using the Services. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Services immediately. Your continued use of the Services after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.

NOTICE OF ARBITRATION. THIS TERMS OF USE AGREEMENT CONTAINS AN ARBITRATION PROVISION. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND FUNCORP WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION.

Services

Funcorp provides the Services, which consist of user-generated content moderation services that utilize the combination of machine learning through a neural network and human moderation to identify and remove unsuitable material on third party services. The Services may be provided under the pricing and other such requirements and terms as more thoroughly listed on the Services’ website.

Eligibility to Use the Services

The Services are open to use to those who are age eighteen or above. By using the Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Services on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.

Acceptable Use of the Services

When you use the Services, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by Funcorp for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Services to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:

• Attempting to access the Services other than through a standard web browser unless you have been permitted to do so by Funcorp through a separate, written agreement;
• Accessing or attempting to access the Services through automated means;
• Circumventing the technological protection measures of the Services;
• Imposing a disproportionate load on the servers or content delivery network of the Services;
• Injecting or transmitting content intended to collect personal or personally identifiable information from users of the Services or third parties;
• Disrupting or otherwise interfering with the Services or its associated servers or networks;
• Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Services or its content;
• Diverting or attempting to divert customers of the Services to another website or service;
• Reverse engineering, decompiling, translating, or disassembling the Services or its content; and
• Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

Funcorp reserves the right to modify, amend, or terminate the Services or its associated content at any time and without prior notice. Funcorp also reserves the right to refuse Services or access to the Services to any person or business entity at any time and without notice.

Limited License to Use the Services

You acknowledge and agree that the Services are the property of or is licensed by Funcorp and are protected under law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Services is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Services in any manner not expressly authorized under the terms of this Agreement. Funcorp reserves all rights not expressly granted through this Agreement.

Funcorp provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Services for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Services.

Idea Submission Policy

Funcorp may provide you with the ability to submit ideas to Funcorp through the Website. If you submit ideas to Funcorp, you agree that any ideas that you submit to Funcorp will automatically become the property of Funcorp and that you will not be compensated for the submission, use, or implementation of the idea that you submitted to Funcorp. You understand and agree that Funcorp may use or redistribute any ideas that you submit to Funcorp for any purpose and in any way and that Funcorp has no obligation to keep any ideas submitted to Funcorp confidential.

User Account

Funcorp may provide you with the ability to register a user account (“User Account”), which may be required to access and use the Services. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify Funcorp immediately. Funcorp reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning.

License to User-Generated Content

Funcorp may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Services, including, but not limited to, by submitting URLs, photos, or videos to the Services for the purposes of moderation (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Services, you grant Funcorp a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. The customary and intended purposes of the Services may include, but are not limited to, providing moderation services based on your direction and archiving or making backup copies of the Services. By submitting User-Generated Content to the Services, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Services. Funcorp assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Services.

Proprietary Rights

You understand and agree that the Services, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Funcorp. Under the terms of this Agreement, you do not acquire any ownership rights to the Services or the data or content contained therein. You acquire only a limited license to use the Services subject to the terms of this Agreement. All other rights are reserved by Funcorp.

Taxes

You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Services. Funcorp will report as income all payments received from you to Funcorp to all proper taxing authorities.

Trademarks

You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Services by Funcorp, including, but not limited to, UGCMODERATOR and its associated design mark, are common law or registered trademarks owned by or licensed to Funcorp. You are expressly prohibited from using the trademarks of Funcorp to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of Funcorp in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.

Copyright Policy

• Funcorp will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a user of the Services has infringed upon your copyright rights, you may provide Funcorp with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, Funcorp will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.
• All notices of copyright infringement submitted to Funcorp must contain the following:
  • the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  • identification of the copyrighted work(s) alleged to have been infringed;
  • the location of the copyrighted work(s) in the Services;
  • your contact information, such as an address, telephone number, fax number, or email address;
  • a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
  • a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
• Upon receipt of a duly authorized notice of infringement, Funcorp will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:
  • The physical or electronic signature of the user;
  • Identification of the material that has been removed or the location where the material previously appeared;
  • A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
  • The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.

All notices of infringement may be sent to copyright@fun.co.

Term and Termination

The term of this Agreement will begin upon your first accessing of the Services and will continue until the earlier of the following: (i) Funcorp terminates your access to the Services; or (ii) you cease using the Services and terminate your Account. Funcorp reserves the right to terminate the Services or your access to the Services in its sole and absolute discretion and without prior notice.

Disclaimer of Warranties and Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT FUNCORP WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SERVICES OR TRANSACTIONS THAT OCCUR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS' FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT FUNCORP’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO FUNCORP OR $1,000, WHICHEVER IS LESS.

FUNCORP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE, OR THE SALE, USE, OR MISUSE OF ANY THIRD PARTY, OF ITEMS PURCHASED THROUGH THE SERVICES. ITEMS PURCHASED THROUGH THE SERVICES ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM FUNCORP, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

FUNCORP WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE OF ANY ITEMS, OR ANY THIRD PARTY’S SALE, USE, OR MISUSE OF ANY ITEMS, PURCHASED THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE AND SALE OF ITEMS PURCHASED THROUGH THE SERVICES IS AT YOUR SOLE RISK AND THAT FUNCORP’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO FUNCORP OR $1,000, WHICHEVER IS LESS.

Indemnification

You agree to indemnify, defend, and hold harmless Funcorp, its officers, shareholders, directors, employees, subsidiaries, affiliates, parent companies, and representatives, from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) your use of the Services, (ii) any failure of the Services to properly moderate content; (iii) your uploading of your User Generated Content, (iv) your violation of any term or condition of this Agreement, (v) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights, and (vi) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Funcorp will not provide you with the ability to control Funcorp’s defense, and Funcorp reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

Choice of Law and Stipulation to Jurisdiction

You and Funcorp agree that any dispute arising out of or related to this Agreement or your use of the Services, including, but not limited to, your purchase or printing of goods through the Services, will be governed by the laws of Cyprus, without regard to its conflict of laws rules. Except for claims for which Funcorp may seek indemnification or for which either party may seek injunctive relief, you and Funcorp agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Services including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Cyprus Arbitration and Mediation Centre’s most recent Commercial Arbitration Rules then in effect except where as modified herein. The arbitration will be conducted in Nicosia, Cyprus and will be decided by a single arbitrator randomly selected from a list of neutral arbitrators maintained by the Cyprus Arbitration and Mediation Centre. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator will be provided with the right to award costs and attorneys’ fees to the prevailing party. This arbitration will be held in Nicosia, Cyprus and both Parties agree that they will be required to be present in Nicosia, Cyprus for arbitration under the terms of this Agreement and hereby submit to exclusive personal jurisdiction in Nicosia, Cyprus. The arbitrator will apply the laws of Cyprus in deciding any controversy or claim pursuant to this arbitration clause.

The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party.  Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Funcorp acknowledge and agree that each are waiving the right to a trial by jury as to all arbitrable disputes.

You and Funcorp acknowledge and agree that, to the fullest extent permitted under the law, each are waiving the right to participate as a plaintiff or class member in any class action lawsuit, class arbitration, or private attorney general action. If this class action waiver is held unenforceable with respect to the dispute between the parties, the parties agree that the entirety of the arbitration clause will be deemed void with respect to such dispute and the dispute must proceed in court.

Force Majeure

Funcorp will not be responsible for any delay or failure in performance of the Services or its associated products arising out of any cause beyond Funcorp’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

Survivability

The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Services, including, but not limited to, your duty to indemnify and defend Funcorp.

Interpretation

This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

Assignment

You are expressly prohibited from assigning your rights and duties under this Agreement. Funcorp reserves the right to assign its rights and duties under this Agreement, including in a sale of Funcorp or its Services.

Waiver and Integration

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.