Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and [COMPANY_LEGAL_NAME] ("Chipo", "we", "us"), a private limited company registered in the Netherlands (KvK [COMPANY_REGISTRATION_NUMBER]) at [COMPANY_ADDRESS].

By creating an account, clicking "I agree", or otherwise accessing or using the Chipo platform and any associated services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy, Cookie Policy, and Acceptable Use Policy, all of which are incorporated herein by reference.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and references to "you" mean that entity.

If you do not agree to these Terms, you must not access or use the Services.

To access most features of the Services, you must register an account. By registering, you represent and warrant that:

• You are at least 18 years old, or 16–17 years old with verifiable parental consent.
• All registration information you provide is accurate, current, and complete.
• You will maintain the accuracy of your registration information and promptly update it when it changes.
• You will create and maintain only one account. Multiple accounts per person are prohibited.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
• You will notify us immediately at legal@chipo.ai if you suspect any unauthorised access to your account.

We reserve the right to suspend or terminate accounts that we reasonably suspect involve false information or multiple registrations.

The Chipo platform supports the following roles, each governed by these Terms and any applicable supplementary agreements:

• Contributor: an individual who creates and submits original data (voice, video, image, text) in response to tasks, in exchange for earnings. Contributors are also subject to the Contributor Agreement.
• Enterprise: a business or organisation that licenses curated datasets from Chipo for AI training and related purposes. Enterprise users are also subject to a separate Order Form and, where applicable, a Data Processing Agreement.
• Admin / Reviewer: Chipo employees and authorised contractors who review submissions, manage the platform, and enforce these Terms. This role is internal and not available to the public.

You may only operate under one primary role at a time. A Contributor may not simultaneously hold an Enterprise account unless expressly permitted by Chipo in writing.

Chipo's IP: The Chipo platform, website, software, trademarks, logos, trade dress, and all related technology (including machine learning models developed using our datasets) are the exclusive property of [COMPANY_LEGAL_NAME] or its licensors. Nothing in these Terms transfers any ownership of Chipo's intellectual property to you.

Your content: You retain ownership of the original content you create and submit to the platform. Your submission does not transfer ownership of that content to Chipo. However, by submitting content, you grant Chipo the licence described in Section 5.

Platform feedback: If you provide suggestions, feedback, or ideas about the platform, you grant Chipo a royalty-free, worldwide, irrevocable licence to use that feedback without compensation or attribution to you.

By submitting any content (audio, video, image, text, or metadata) to the Chipo platform, you grant [COMPANY_LEGAL_NAME] a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to:

• store, reproduce, process, and analyse the content;
• package the content into datasets and license those datasets to enterprise clients for AI training, model development, evaluation, and related research purposes;
• create derivative works (such as annotations, translations, or augmented versions) from the content;
• sublicense the content and derivative works to enterprise clients under the terms of dataset licence agreements.

This licence extends to your name, voice, likeness, and any personal characteristics captured in the submitted content, to the extent reasonably necessary for the purposes described above.

You hereby waive any moral rights (including rights of attribution and integrity) you may have in the submitted content, to the fullest extent permitted under applicable law.

You represent and warrant that: (a) you own or have the necessary rights to the content you submit; (b) the content does not infringe any third-party intellectual property, privacy, or personality rights; and (c) no third party's personal data is included in your submission without their explicit, informed consent.

You agree not to use the Services to:

• Submit AI-generated content: all submissions must be original human-created content. You must not submit outputs from generative AI tools (including text-to-speech, image generators, or language models) as if they were genuine human contributions.
• Involve minors: you must not submit content featuring persons under 18 years of age, unless the task explicitly permits it and you have obtained verifiable parental consent.
• Include third-party personal data without consent: you must not submit content that includes the voice, image, likeness, or personal data of any third party unless that person has given explicit, informed consent to their data being submitted to Chipo for AI training purposes.
• Scrape or bulk-extract data: you must not use automated tools to scrape, crawl, or bulk-download platform content or datasets.
• Commit fraud: you must not attempt to manipulate earnings, game quality review processes, create fake accounts, or submit false or misleading data.
• Violate applicable law: you must not use the Services in a manner that violates any applicable law or regulation, including data protection, intellectual property, or export control laws.
• Reverse-engineer the platform: you must not attempt to reverse-engineer, decompile, or extract source code from any part of the Services.

Violations may result in account suspension, termination, reversal of earnings, and legal action — see the Acceptable Use Policy for details.

Contributor earnings are processed as follows:

• PENDING: earnings are assigned to a submission upon submission. They remain PENDING during the quality review period (typically 3–7 business days).
• AVAILABLE: after passing quality review, earnings become AVAILABLE and may be withdrawn to your connected Stripe payout account.
• PAID: once a withdrawal is initiated, the status moves to PAID. Actual bank transfer times depend on Stripe and your financial institution; Chipo is not responsible for delays caused by third-party payment processors or banks.

Reversal rights: Chipo reserves the right to reverse or withhold PENDING or AVAILABLE earnings if:

• a submission is found to violate these Terms or the Contributor Agreement after initial approval;
• fraudulent or manipulated activity is detected in connection with the submission; or
• a chargeback or payment dispute is initiated by an enterprise client relating to the relevant dataset.

We will notify you of any reversal and provide an opportunity to dispute it within 30 days (see the Contributor Agreement, Section 7).

Minimum payout thresholds and supported payout methods are set out in the platform dashboard and may be updated from time to time.

Enterprise clients access datasets and platform APIs under the following terms:

• Licence scope: dataset licences are granted for the specific use case, modality, and volume set out in the applicable Order Form. Use of datasets beyond the agreed scope is a material breach of these Terms.
• Non-transferability: licences are personal to the enterprise client and non-transferable unless otherwise agreed in writing with Chipo.
• No redistribution: you may not resell, redistribute, sublicense, or make datasets available to third parties (including affiliates) without prior written consent from Chipo.
• API key confidentiality: API keys are confidential credentials. You must not share API keys with unauthorised parties, embed them in publicly accessible code repositories, or use them beyond their intended scope. You are responsible for all API calls made using your key.
• Contributor consent scope: you acknowledge that datasets are compiled from contributor submissions subject to specific consent scopes. You may not use datasets for purposes outside the scope of contributor consent.
• No re-identification: you must not attempt to re-identify any individual contributor from dataset content or metadata.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.

Specifically, Chipo does not warrant:

• that the Services will be continuously available or error-free;
• that submissions will be approved, earn any specific amount, or be incorporated into any dataset;
• that datasets will be suitable for any particular AI training purpose; or
• that the platform will be free from security vulnerabilities, data loss, or harmful components.

Nothing in these Terms limits any statutory rights you may have as a consumer under applicable mandatory law.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• Chipo's total aggregate liability to you for any claim arising out of or relating to these Terms or the Services is limited to the greater of: (a) the total fees paid by you to Chipo in the 6 months preceding the event giving rise to the claim; or (b) €100.
• Chipo shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, even if Chipo has been advised of the possibility of such damages.

These limitations apply regardless of the form of action (contract, tort, statute, or otherwise) and to the maximum extent permitted by law. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable Dutch or EU law.

EU consumers retain all mandatory rights under applicable EU consumer protection law, which are not affected by these limitations.

You agree to defend, indemnify, and hold harmless [COMPANY_LEGAL_NAME] and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your submitted content, including any claim that it infringes a third party's intellectual property, privacy, or personality rights;
• your violation of these Terms, the Privacy Policy, the Contributor Agreement, or the Acceptable Use Policy;
• your use of the Services in a manner that violates applicable law; or
• any false representation you made in connection with your account or submissions.

Chipo reserves the right to assume exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate with our defence.

These Terms are governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law principles.

Any dispute arising out of or in connection with these Terms or the Services that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

EU consumer rights: If you are a consumer resident in the European Union, nothing in these Terms limits any mandatory rights you have under the law of your country of residence, including the right to bring proceedings in the courts of your country of residence.

Online Dispute Resolution: The European Commission provides an Online Dispute Resolution (ODR) platform for consumers at https://ec.europa.eu/consumers/odr. We are not obliged to participate in ODR proceedings but will consider requests submitted via this platform in good faith.

Before initiating formal proceedings, we encourage you to contact us at legal@chipo.ai to seek an informal resolution.

We may update these Terms from time to time. For material changes — changes that affect your rights or obligations in a meaningful way — we will notify you by email at least 30 days before the updated Terms take effect.

Non-material changes (such as clarifications or corrections that do not affect your rights) will be effective upon posting of the updated Terms, with the "Last updated" date revised accordingly.

Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms. If you do not accept the updated Terms, you must stop using the Services and may close your account before the effective date.

For questions about a proposed change, contact us at legal@chipo.ai.