Version August 2026
Read this agreement carefully. It is attached to every trajectory you submit under this version.
This website, app, and/or any platform offered under the name “Contributor Exchange” (“Platform”) is operated and owned by ReasonworkAI Inc., a Delaware corporation, and its related entities or body corporates (“us”, “we”, “our” and “Company”). Any person who registers an account and submits its materials through the Platform is referred to as "Person," "you," or "your".
Your access and use of this Platform is subject to these terms of use (“Terms”). The Terms constitute a binding legal agreement between you and us, and your continued use of the Platform constitutes your acceptance and acknowledgement of these Terms, our Privacy Policy, and any other policy displayed on the Platform, all of which constitute a part of the Terms and be deemed to have been incorporated herein by reference. If you do not agree to the Terms or the aforesaid policies, you must not use the Platform. Any time you visit the Platform, you are taken to accept these Terms.
We may amend or modify the Platform, the Terms and/or the Privacy Policy at our sole discretion and at any time. Any amendments are effective immediately after publication on the Platform. Your continued use of the Platform indicates your continued acceptance of the Terms as modified.
Access to and use of the Platform is subject to (i) you being at least eighteen years old and having the legal capacity to enter into binding contracts; (ii) if you are not an individual and representing an entity, you having the right and authority from the relevant Person to enter into a binding contract on its behalf; and (ii) you not being on any list of persons barred from receiving services under United States law, including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security, or under the applicable law of any other relevant jurisdiction. If these conditions are not satisfied, you must cease using the Platform immediately.
You may access and use the Platform and all its content only for lawful purposes and only in accordance with these Terms.
“Accepted Material” means a Submitted Material that has been approved by the Company and for which the Person has accepted a Quote in accordance with Section 5.4.
“Earned Points” shall have the meaning ascribed to the term under Section 6.1.
“Quote” means a proposed price that the Company offers for a particular Submitted Material, as described in Section 5.2.
“Rejected Material” means a Submitted Material that has been rejected by the Company or the Quote for which has not been accepted by the Person, as set out under Section 5.
“Submitted Material” means any document, text, file, dataset, image, scan, metadata, code, table, graphic, or other material or work product (whether complete or partial, and in any original, raw, extracted, or parsed format) that a Person uploads, submits, transmits, or otherwise provides to the Company through or in connection with the Platform.
You may be required to be a registered member to access certain features of our Platform.
When you register and activate your account, you will provide us with personal information such as your name and email address and other details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.
You will create a user name and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name. You must not share your account credentials with any third party.
The Company may suspend or terminate any account it reasonably believes is duplicative, fraudulent, or created to circumvent these Terms, including any submission limits or payment thresholds.
You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended, and a legal action may be taken against you.
We do not authorize anyone to use the service on your behalf. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify the Company immediately of any unauthorized use of your account. The Company is not liable for any loss arising from your failure to safeguard your credentials.
The Company may, in its sole discretion, decline to open an account for, or may decline to accept Submitted Materials from, any Person.
The Company operates the Platform through which Persons may submit its Submitted Materials for the Company's review and for potential use in the Company's internal artificial intelligence research and development, creation and sale of datasets, training its AI models, sub-licensing it and for any other purpose as the Company may deem fit.
To be eligible for review, a Submitted Material must originate from a Person with professional experience in a field designated by the Company from time to time, which may include consulting, finance, legal services, software engineering, or data science, and must consist primarily of written content, such as code data, word processing documents or text-based PDF files.
The Company may publish additional submission guidelines from time to time specifying eligible domains, formats, page limits, and compensation rates, which will be deemed to have been incorporated into these Terms by reference. Submission of a Submitted Material does not, by itself, entitle the Person to any payment, and does not guarantee that the Submitted Material will be reviewed, accepted, or used.
You may submit your Submitted Material through the Platform. Following your submission, the Company will review the Submitted Material as per its internal review and evaluation criteria. Company is under no obligation to review any submission within a particular time frame.
If the Submitted Material is acceptable to the Company, the Company will issue you a Quote. The Quote shall be determined at the sole discretion of the Company based upon its evaluation criteria, internal scrutiny, and qualitative assessment of the Submitted Material (including, but not limited to, factors such as relevance, originality, formatting, and overall quality), and may vary from case to case. Nothing in these Terms guarantees that any Submitted Material will receive a Quote.
Upon receiving a Quote, you shall have a period of three (3) days (“Acceptance Period”) to accept or reject the Quote. If you do not accept the Quote within the Acceptance Period, the Quote shall automatically expire, and the Submitted Materials shall be deemed rejected by the Company.
If you accept a Quote within the Acceptance Period, the Submitted Material will be deemed to be an Accepted Material. The Company shall have the right to use and exploit the Accepted Material in the manner set out under Section 7 (Assignment of Rights) and the Earned Points will be credited to your account in accordance with Section 6 (Compensation).
Any Rejected Material will not be used by the Company in any manner and will be deleted from Company’s records at per its data retention policy.
The Company may, before or after issuing a Quote, request additional information or documentation from you to verify the representations made by you under Section 8 and covenants under Section 9. The Company may withdraw a Quote, decline to credit Earned Points, forfeit Earned Points or withhold any payout for redeemed Earned Points, if those Sections are deemed to have been breached at Company’s sole discretion.
Upon your acceptance of a Quote within the Acceptance Period, the Company will credit your account with the number of points mentioned in the Quote ("Earned Points"). Every Earned Point shall be equivalent to one United States Dollar (i.e., 1 Earned Point = $1.00 USD). Your Earned Points are non-transferable and carry no monetary value outside the Platform, until redeemed as per the Section 6.2 below.
The Earned Points may be redeemed only if your total accumulated Earned Points reach a minimum threshold of $25. Upon meeting or exceeding the minimum threshold, you may redeem and withdraw your accumulated Earned Points in full. Partial redemption of Earned Points is not permitted.
Your Earned Points will remain valid for a period of 6 months from the date of credit. If you fail to meet the minimum withdrawal threshold within such period, the Earned Points will automatically expire and be removed from your account without notice or right of restoration.
Upon receiving a valid withdrawal request from you, the Company will process your payment within a reasonable time not exceeding 15 business days through the applicable remittance channel/medium chosen by you. You are solely responsible for providing complete and accurate withdrawal information in your account. Any transfer, currency conversion, or processing fees charged by the channel/medium chosen by you shall be to your sole account and the Company shall not be responsible for such deductions. The Company will not pay any interest on any Earned Points accumulated in your account pending your withdrawal.
You are solely responsible for all federal, state, and local taxes arising from payments made to you under these Terms.
Immediately upon acceptance of a Quote by you, you shall be deemed to have irrevocably, perpetually, and unconditionally assigned, transferred, and conveyed to the Company all worldwide rights, title, and interest in and to the Accepted Material(s), including all copyright and all other intellectual property rights associated to the Accepted Material(s), the raw or underlying data, text, codes, images, files, etc. contained therein.
Upon such assignment the Company shall have the exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable right to use, reproduce, copy, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, transfer, sell, or otherwise commercialize the Accepted Material(s), in whole or in part, in its original, modified, or derivative form (including as trained models, datasets, raw data or outputs), for any purpose whatsoever without any restriction, notice requirement, or further compensation to you apart from the Earned Points ascribed to the Accepted Material(s). Further, upon completion of such assignment, you shall cease to have any rights in the Accepted Material whatsoever and you shall not license, sell, exploit, submit or otherwise provide the Accepted Material or its underlying components to any third party or to a competing platform or use it for any commercial or non-commercial benefit.
To the extent any of the rights, title and interest in and to Accepted Materials cannot be assigned by you to the Company, you hereby grant to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Accepted Materials. To the extent any of the rights, title and interest in and to the Accepted Materials can neither be assigned nor licensed by you to the Company, you hereby irrevocably waive and agree never to assert the non-assignable and non-licensable rights, title and interest against the Company, any of Company’s successors in interest, or any of Company’s customers.
To the extent permitted by applicable law, you hereby unconditionally waive all moral rights in and to the Accepted Material, including any right to be identified as its author or to object to its modification or creation of any derivative works. Where such a waiver is not permitted under applicable law, you agree not to assert any such rights against the Company, its successors or assigns.
For the avoidance of doubt, no assignment or transfer of rights under this Section 7 will take effect with respect to any Rejected Material.
By uploading any Submitted Material on the Platform, you hereby represent and warrant as follows:
(a) the Submitted Material is an original work of authorship authored, developed, and created entirely by you, and does not contain, incorporate, or rely upon any plagiarized material, unauthorized third-party content, co-authored work without full consent, or content generated by third-party artificial intelligence systems or automated tools unless expressly disclosed and authorized in writing by the Company;
(b) you are the sole and exclusive owner of the Submitted Material, or have obtained all rights, permissions, and authorizations necessary to submit the document and assign and transfer all the rights in the Submitted Material, as described in Section 7;
(c) the Submitted Material shall be free and clear of any liens and encumbrances;
(d) the Submitted Material does not and will not infringe, misappropriate, or violate any third party intellectual property rights, confidentiality rights, privacy rights or any other proprietary rights;
(e) the Submitted Material shall not be obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious in nature, including material harmful to children or in violation of third party privacy rights;
(f) the Submitted Material does not violate any confidentiality obligation the Person owes to any current or former employer, client, or other party;
(g) the Submitted Material does not contain information protected by attorney-client privilege, physician-patient privilege, or any other legally recognized privilege, unless you have full authority to disclose such information;
(h) the Submitted Material does not contain any other person's personal information, sensitive personal information, protected health information or any similar information protected under law, except to the extent relevant and where you have the legal authority and consent to disclose that information to the Company for the purposes described in these Terms;
(i) the Submitted Material shall not be fraudulent, falsified, or carry any misrepresentations; and
(j) the Submitted Material complies with all applicable laws.
Breach of any terms of this Section 8 by you shall constitute a material breach of these Terms for which damages may not be an adequate remedy and that equitable or injunctive relief may be necessary.
You hereby agree not to:
(a) create or maintain more than one account to circumvent any limit, quota, or restriction or to upload any Submitted Material from multiple accounts;
(b) decompile, disassemble, reverse engineer, scrape, attempt to reconstruct or derive any source code, algorithms, structures, or ideas from the Platform or any related information, by any method or interfere with the operation of the Platform;
(c) engage in any activity related to copying, storing, hosting, transmitting, sending, publishing, or distributing any material that contains spyware, viruses, Trojan horses, worms, keystroke loggers, or other malicious software to the Platform or through the Submitted Materials;
(d) use the Platform for any unlawful purpose;
(e) attempt to gain unauthorized access to the Platform or its related systems or networks; or
(f) misrepresent your identity, qualifications, or authority to submit any material on the Platform.
If the Company reasonably believes you may have breached any of the aforesaid terms, the Company may immediately suspend your account, forfeit your Earned Points and withhold any pending payment requests.
The Platform may contain links to websites that are owned and operated by third parties. We provide links to and integrations with such websites solely as a convenience and have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
(a) you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
(b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
(c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.
Except where otherwise indicated or implied by context, we are the sole owners or licensees of all intellectual property comprised in the Platform (including all intellectual property comprised in the Platform content), and nothing in these Terms constitutes a transfer of any intellectual property rights in or related to the Platform or Platform content.
You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of our third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
We grant you the limited, revocable, non-transferable, non-exclusive right to use the Platform content by displaying such content on your device, and downloading and printing pages from the Platform, in accordance with our Terms.
You acknowledge and agree that damages may not be an adequate remedy for a breach of this Section 11 and that equitable or injunctive relief may be necessary.
You agree to keep confidential the existence and terms of this engagement, including any Quote received, the compensation structure described in Section 6, and any non-public information regarding the Company's operations that you learn in connection with the Services, except where disclosure is required by law.
You agree not to make any public statement that is intended to, or that a reasonable person would expect to, damage the reputation of the Company, except that nothing in this Section 12.2 restricts you from making truthful statements to a government agency, in a legal proceeding, or as otherwise protected by applicable law.
WARRANTY DISCLAIMER. THE PLATFORM AND PLATFORM CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE MAKE NO WARRANTY THAT THE PLATFORM OR THE PLATFORM CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL OR ACCURATE, AND ON OUR AND OUR LICENSORS’ BEHALF, WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE PLATFORM OR PLATFORM CONTENT, OR AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT. WE SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT CONTAINED ON THE PLATFORM, INCLUDING ANY DOCUMENT SUBMITTED BY A PERSON. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, OR THAT THE PLATFORM AND/OR THE PLATFORM CONTENT SHALL BE ERROR FREE OR THAT ALL ERRORS SHALL BE CORRECTED. WE FURTHER DISCLAIM ANY WARRANTY THAT THE PLATFORM OR ANY SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION TRANSMITTED TO OR VIA THE PLATFORM WILL BE SECURE.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE. FURTHER, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THESE TERMS SHALL EXCEED UNITED STATES DOLLARS ONE HUNDRED ($100.00) IN AGGREGATE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
This Platform is controlled and operated by us from United States of America. We make no representation that material contained on this Platform is appropriate or available for use in other locations. Those who choose to access this Platform or any related site from other locations do so on their own initiative and risk and are responsible for compliance with local laws, if and to the extent local laws are applicable. Some jurisdictions do not allow the exclusion of implied warranties or limitation on applicable statutory rights of a consumer, so the exclusions and limitations in this section may not apply to you in whole or part.
To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
In this Section:
Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, sponsors, and other third-party partners.
Relevant Matter means anything in connection with:
(a) your breach of these Terms;
(b) any matter for which we have disclaimed liability for under these Terms;
(c) your use, misuse, or abuse of the Platform;
(d) your breach or failure to observe any applicable law;
(e) any breach of your representations and warranties set out in these Terms; and
(f) any third-party claim, action, or demand arising out of or in connection with any Submitted Materials.
You acknowledge and agree that:
we may terminate these Terms immediately by notifying you in writing if you are deemed to breach these Terms or associated policies in any way, at our sole discretion.
Termination of these Terms or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
The Person acknowledges and agrees that the Person is an independent contractor. Nothing in these Terms, and nothing during your association with us under it, creates or is intended to create an employment, partnership, joint venture, agency, or franchise relationship between you and the Company. You determine, in your sole discretion, the manner, means, and methods by which you have created the Submitted Materials using your own equipment, tools, and workspace. You are not an employee of the Company for any purpose, including but not limited to federal or state tax withholding, unemployment insurance, workers' compensation, or eligibility for any employee benefit plan or program.
You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.
You consent to receive communications from the Company electronically, and agree that electronic acceptance of a Quote, and any other electronic signature or acceptance mechanism used on the Platform, has the same legal effect as a signature on paper.
If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
These Terms are governed by the laws of the State of California and each party submits to the exclusive jurisdiction of the courts in Santa Clara County, California and all courts of appeal therefrom.
Any waiver of any term on these Terms by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.
The Platform may be subject to United States export control and economic sanctions laws and other foreign trade controls. You agree to comply with applicable laws in connection with its performance hereunder, including without limitation, applicable U.S. and foreign export controls, economic sanctions, and other trade controls.
The contents of these Terms constitute the entire agreement between the parties and supersede any prior negotiations, representations, or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.
A provision of this agreement which can and is intended to operate after its conclusion will remain in full force and effect – including all provisions related to intellectual property rights, the assignment made, disclaimers, warranties, limitation of liability, confidentiality, data privacy, indemnities and releases.
If you wish to raise any dispute or provide a notice under these Terms, you must promptly send written notice to ReasonworkAI Inc. by email at [email protected].
Your typed name is recorded as your electronic signature together with the agreement version and exact document hash.