Terms and Conditions

Version Date: 13 November 2024

These Terms and Conditions (these “Terms”) are between Poligon Pte. Ltd., a company incorporated in the Republic of Singapore (“ Poligon”), and you (“Contractor”). These Terms only applies to you if you are registered with the “Labelling Platform” . These Terms form a legally binding contract between the Contractor and Poligon.

1. Services

1.1 “Acceptance” means that upon the Review and satisfaction of Contractor’s Deliverable, Poligon shall indicate acceptance of the Deliverable via the Labelling Platform and such acceptance will be indicated on the system. Poligon is not obligated to notify Contractor its acceptance of any Deliverables and Contractor shall log in to the Labelling Platform from time to time to check whether or not a submitted Deliverable has been accepted by Poligon.

1.2 “Affiliates” means, in relation to a party, any business entity which directly or indirectly controls, is controlled by, or is under common control with that Party. For the purposes of the foregoing, “control” shall mean the direct or indirect ownership of more than fifty (50) percent of the outstanding voting securities or capital stock of such business entity or other comparable equity or ownership interest.

1.3 “Assignment Requirements” means fees, deadlines, background, deliverables, and/or other requirements of each Service Assignment. Poligon may publish and amend the Assignment Requirements on the Labelling Platform from time to time and Contractor shall abide by the amended and restated Assignment Requirements in the course of its performance of Services.

1.4 “Deliverables” means the completed Service Assignments which Contractor shall submit after completion via the Labelling Platform based on the Assignment Requirements.

1.5 “Review” means that after Contractor’s submission of the Deliverable, Poligon may review the quality of the Deliverables and adjust compensation accordingly.

1.6 “Services” means various services, including but not limited to labelling services and other similar types of services the Contractor shall perform, as may be requested by Poligon from time to time via the Labelling Platform

1.7 “Service Assignments” means the service assignments on the Labelling Platform Poligon may post from time to time and Contractors may choose and accept them. The Assignment Requirements will be specified with the assignment.

2.Fees and Payment

2.1 Fees. The service fee for each assignment is specified in the listing of the Service Assignment. Poligon is not obligated to pay for any submitted assignments that have not been accepted by Poligon pursuant to Clause 1.1. Upon Acceptance of any Deliverables by Poligon, the fees payable to Contractor for that Service Assignment will be allocated to the accounts of the Contractors.

2.2 Currency. Unless otherwise specified in the Labelling Platform, Poligon shall make payments in the respective jurisdiction’s local currency.

2.3 Payment.  Provided that Contractor has provided all relevant bank account information for payment as reasonably required by Poligon, Poligon shall pay the service fees in a bi-weekly basis. Unless otherwise agreed by the parties, payments will be made by wire transfer. Each party shall be responsible for its own bank charges.

2.4 Tax. All fees payable by Poligon under these Terms are tax inclusive (if applicable). If taxes are required to be deducted or withheld on any payments to be made to Contractor under applicable law, then Poligon will (i) deduct such taxes from the amount owed to Contractor and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to Contractor a receipt or other legally required documentation for any taxes withheld as required under applicable laws. Payment to Contractor as reduced by such deductions or withholdings will constitute full payment and settlement to Contractor of amounts payable under this Agreement. Throughout the term of this Agreement, Contractor will provide Poligon with any forms, documents or other certifications as may be required by Poligon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Terms. Contractor shall be responsible for filing any tax returns and the payment/remittance of any taxes due to the applicable taxing authority on the receipt of the Fees. Any deficiency tax incurred on the payment of Fees shall be for the account of the Contractor.

3. Labelling Platform.

3.1 Eligibility. You are only eligible to be a Contractor on the Labelling Platform if:

1. you are 18 years’ old and above at the time of accepting these Terms;
1. for Indonesian citizens residing in the Republic of Indonesia, you must be 21 years’ old and above at the time of accepting these Terms;

1. you have the legal capacity to enter into a binding contract with Poligon; and
2. you are a citizen of the following countries (where applicable) based on where you are accessing the Labelling Platform:
1. Singaporean citizen residing in the Republic of Singapore;
2. Indonesian citizen residing in the Republic of Indonesia;
3. Filipino citizen residing in the Philippines;
4. Thai citizen residing in the Kingdom of Thailand;
5. Vietnamese citizen residing in the Socialist Republic of Vietnam.

3.2 Compliance with Labelling Platform Rules. Contractor shall comply with all the agreements, rules and policies (including but not limited to these Terms, or personal information collection statements, and etc. where applicable) of the Labelling Platform that Poligon or its Affiliate has published or will publish from time to time in connection with Contractor’s use of the Labelling Platform and/or its provision of Services.

3.3 Data. Unless where prohibited by laws and subject to the applicable privacy policy and personal information collection statements, all information generated, processed or stored on the Labelling Platform by Poligon, Contractor, on Poligon or Contractor’s behalf, or provided to Poligon for such processing or storage, as well as any information derived from such information, constitutes “Poligon Data”. To the maximum extent permitted by laws, Poligon and its Affiliates possesses and retains all right, title and interest in and to Poligon Data. Contractor consents that, subject to the applicable privacy policies of Poligon or its Affiliates which provides for the use, storage, transfer, deletion and retention of the Contractor’s personal data in connection with its use of the Labelling Platform and provision of Services, Poligon has the right to use the Contractor’s information and data provided pursuant to these Terms to facilitate any communications and/or to administer any Service Assignments or programs between the Contractor, Poligon, or other members of the platform as needed. Such right includes, but is not limited to, the right of sending notification messages to other members of the Labelling Platform using the Contractor’s name, nick name (or member name), contact information, membership profiles, and other membership information for the purposes of administering or coordinating the operation of the Labelling Platform, the Services, or other ancillary services, features or projects of the Labelling Platform.

3.4 Use of Labelling Platform Generally. Subject to the Terms, Contractor shall not:

1. create a false identity on the Labelling Platform, create a false member profile, or use or attempt to use another member’s account;
2. develop or use any software, devices, scripts, robots, plugins, add-ons, or other technology methods to scrape or crawl any data, material or information on the Labelling Platform;
3. override or undermine any security features, access controls, or other information security features of the Labelling Platform;
4. copy, use, download, disclose or distribute any data, material or information on the Labelling Platform or otherwise obtained through its provision of Services;
5. post, upload, or send to Poligon or to its Affiliates any malicious content, including but not limited to any content that contains computer viruses, worms, harmful code, unlawful content, etc.;
6. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code of the Labelling Platform and all other ancillary technologies;
7. expressly state or imply that Contractor is a staff or employee, affiliated, endorsed, or a representative of Poligon or its Affiliates;
8. use any automated means or other means that are not endorsed or approved by Poligon or its Affiliates to access the Labelling Platform, add or download contacts, send, or redirect messages; or
9. interfere with the operation of, or place an unreasonable load on the Labelling Platform (examples of such include, but are not limited to, unsolicited electronic messages, denial-of-service attacks or distributed denial-of-service attacks, viruses, malicious codes, programs or software, and etc.).

3.5 Account Restriction or Suspension. Poligon may, at its own discretion, impose restrictions on Contractor’s use of the Labelling Platform or suspend Contractor’s Labelling Platform account if Contractor breached any of the Terms.

3.6 Poor Provision of Services. Poligon may impose limitations on Contractor’s ability to choose or accept Service Assignments on the Labelling Platform if the quality of the Deliverables is, in the opinion of Poligon, consistently poor.

4.Intellectual Property Rights

4.1 IPR Ownership. Unless otherwise agreed by Poligon, nothing in these Terms grants or assigns any ownership rights, license rights, authorization rights or interests of any kind in Poligon’s products, services or technology or in Poligon’s Intellectual Property Rights or proprietary rights, or in any information, data, material provided on the Labelling Platform from Poligon to the Contractor. “Intellectual Property Rights” means any rights in inventions, patents, trademarks, service marks, trade names, copyrights, data rights, database rights, design rights, domain names, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.

4.2 Transfer of Rights.  Upon your registration in the Labelling Platform, contractor hereby irrevocably assigns to Poligon and its Affiliates all of Contractor’s ownership, right, title and interest (including but not limited to copyright and other Intellectual Property Rights) in and to the Deliverables submitted by Contractor (including Deliverables accepted and not accepted by Poligon under these Terms) in perpetuity. To the extent that this Clause 4.2 does not provide Poligon or any of its Affiliates with full ownership, right, title and interest in and to the Deliverables hereunder, Contractor hereby grants Poligon and its Affiliates a perpetual, irrevocable, fully-paid, royalty-free, worldwide license to reproduce, adapt, create derivate works from, distribute, publicly display, publicly perform, use and otherwise exploit such Deliverables in any ways and on any platform, with the right to sub-license each and every such right.

5.Confidentiality

5.1 Confidential Information. “Confidential Information” means all information of Poligon or its Affiliates, which information is or has been disclosed to Contractor or known to Contractor as a consequence of or through the performance of Services for Poligon, whether or not related to his duties for Poligon, including, without limitation, information relating to product plans, customers, designs, costs, products and services, pricing, finances, marketing plans, business opportunities, personnel, research and development, and personal data.

5.2 Obligation of Confidence. Contractor shall not disclose or permit any of its representatives to, directly or indirectly, disclose, or permit the disclosure of, Confidential Information with respect to Poligon or any of its Affiliates to any person; provided, however, that the restrictions of the preceding sentence shall not apply to the following disclosure by Contractor: (i) disclosure of information that was known to Contractor prior to the date it was received from Poligon; (ii) disclosure of information that becomes generally available to the public not due to the fault of Contractor; and (iii) disclosure of information that is lawfully obtained by Contractor from a person not under obligation of confidentiality, directly or indirectly, to Poligon or any of its Affiliates.

5.3 Restrictions on Use. Contractor shall not use any Confidential Information for any purpose other than for performing the Services. Confidential Information is the property of Poligon or its respective Affiliates, and Contractor shall promptly return to Poligon or destroy all copies of the Confidential Information that are in its possession upon the request of Poligon, and it shall promptly destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting or based on or derived from any such Confidential Information.

6.Representations and Warranties

Contractor hereby represents and warrants to Poligon that:

6.1 Contractor has full power and authority and has taken all action necessary to execute these Terms and to perform its obligations under these Terms;

6.2 These Terms constitutes the legal, valid and binding obligation of Contractor, enforceable against Contractor in accordance with its terms;

6.3 Contractor has the lawful rights to perform the Services hereunder;

6.4 The execution, delivery and performance of these Terms is not in conflict with any agreement or instrument to which Contractor is a party or by which Contractor is bound;

6.5 Any and all information Contractor provided to Poligon in connection with these Terms and through the registration of any account or membership with the Labelling Platform, including but not limited to Contractor’s bank account information, name, background and experience, certificates, professional qualifications, etc., is true, complete, accurate and not misleading; and

6.6 Contractor represents that it is not:

1. an individual that is located, organized or resident in a country or territory that is or may be, from time to time, the target or subject of comprehensive sanctions (“Sanctioned Countries”);
2. the target or subject of any applicable Trade Controls (defined in Clause 7.4), including, without limitation, a person whose property or interests in property is blocked or frozen, or who is designated on OFAC's Specially Designated Nationals and Blocked Persons (SDN) List, the BIS Entity List, the EU Consolidated Financial Sanctions List, OFSI’s Consolidated List of Financial Sanctions Targets, the UN Security Council Consolidated Sanctions List, and the PRC Ministry of Commerce's Unreliable Entity List;
3. owned 50 percent or more, controlled by, or acting for or on behalf of, one or more persons described in (a) or (b) above, ((a), (b), and (c) collectively, "Sanctioned Parties"); or
4. engaged, directly or indirectly, in unauthorized business or dealings in or with Sanctioned Countries or Sanctioned Parties.

7.Obligations

7.1 Compliance; Standards. Contractor shall at all times:

1. meet the highest professional standard of diligence, care, timeliness and skill exercised by experienced professional performing similar work in performing the Services;
2. comply with all laws and regulations;
3. comply with these Terms; and
4. comply with all instructions or guidelines provided by Poligon from time to time.

7.2. No Malicious System Behaviors. Contractor shall not undertake any action to undermine the integrity of the computer or communication systems, network, software application, or networks and computing devices of Poligon or its affiliate relating to the Labelling Platform. Contractor shall not monitor data or traffic on the Labelling Platform without the express permission of Poligon and shall not do any act or thing which, in the sole opinion of Poligon, may undermine the security of the Labelling Platform.

7.3 No Infringement. Contractor shall cause and guarantee that: (i) all Deliverables submitted to Poligon do not and will not breach any third-party agreements, laws or regulations, or the legitimate rights (including but not limited to intellectual property rights) of any third party; and (ii) Poligon or its Affiliates’ use of any Deliverables will not constitute any breach of any third-party legitimate rights (including but not limited to intellectual property rights).

7.4 Trade Compliance. In performing these Terms, Contractor:

1. agrees to comply with all applicable trade, economic, and financial sanctions laws and regulations, trade embargoes, export controls, and other restrictive measures, including, without limitation, those administered and enforced by the UN Security Council, US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of Commerce’s Bureau of Industry and Security (BIS), PRC Ministry of Commerce, UK Office of Financial Sanctions Implementation (OFSI), and the Council of the European Union (collectively, "Trade Controls");
2. will not, directly or indirectly, engage in any unauthorized business or dealings in or with any Sanctioned Country or Sanctioned Party, or otherwise engage in any activities prohibited by, or that would expose Poligon to the risk of sanctions under, applicable Trade Controls; and
3. agrees to permit Poligon to use any information related to Contractor including, but not limited to, name, address and nationality for the purposes of Trade Controls screening. For avoidance of doubt, Poligon’s ability or act to screen does not remove any obligation and/or liability upon Contractor under these Terms.

8.Term; Termination and Survival

8.1 Term. These Terms takes effect and commences from the moment Contractor clicked and agreed to these Terms on the Labelling Platform and remains effective until terminated in accordance with Clause 8.2.

8.2 Termination. Poligon may terminate these Terms any time without any obligation to pay any compensation to the Contractor unless specifically provided otherwise under these Terms.

If Contractor is a Filipino citizen residing in the Philippines, the parties agree to waive the provisions of Article 1266 of the Indonesian Civil Code only to the extent necessary to effectuate the termination of these Terms without having to obtain any prior decree or decision of the court.

8.3 Survival. Clauses 4.2 (Transfer of Rights), 7.2 (No Malicious System Behaviors), 7.3 (No Infringement), 8.3 (Survival), 5 (Confidentiality), 9 (Indemnification), and 10 (General), and all payment obligations arising out of these Terms prior to the termination of these Terms, survive the termination of these Terms.

8.4 Termination for Sanctions. Should the Contractor become a sanctioned party, or should Poligon reasonably determine, in its sole and absolute discretion, that the Contractor cannot perform its obligations under these Terms due to prohibitions, or exposure to the risk of sanctions, under applicable Trade Controls, Poligon may terminate these Terms with immediate effect without any obligation to pay any compensation to the Contractor unless specifically provided otherwise under these Terms.

9 Indemnification. Contractor shall defend, indemnify, save and hold harmless Poligon, its Affiliates, and each of their respective directors, officers, servants, agents and employees (collectively, the “Poligon Indemnified Parties”) from and against any and all liability, claims, causes of action, suits, damages, penalties, fees, costs and expenses (including reasonable attorney’s fees)(collectively, “Claims”) that such Poligon Indemnified Parties is or becomes liable for, or may incur, or be compelled to pay by reason of, any acts by Contractor in connection with Contractor’s performance of these Terms, including any Claims relating to Contractor’s breach of Clauses 4 (Intellectual Property Rights), 6 (Representations and Warranties), 7 (Obligations), and 10 (General).

10.General

10.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the Republic of Singapore.

10.2 Disputes Resolution.

1. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”). Such arbitration shall be conducted in accordance with the Rules of the SIAC for the time being in force (“SIAC Rules”), which SIAC Rules are deemed to be incorporated by reference into this clause except where such SIAC Rules conflict with the provisions of this clause, in which event the provisions of this clause shall prevail.
2. Any arbitration commenced pursuant to this clause shall be conducted by one arbitrator nominated jointly by the Parties, or failing such joint nomination, by the Chairman for the time being of the SIAC. The language to be used in, and of all written documents provided in any such arbitration, shall be English. For the avoidance of doubt, all arbitration proceedings commenced pursuant to this clause shall be confidential and each Party agrees to treat as confidential and not disclose or use any information received or obtained as a result of such arbitration proceedings unless under legal compulsion to do otherwise or disclosure is required by the stock exchange on which its shares are listed and quoted or any governmental authority having supervisory powers or control over it.
3. Nothing in this clause shall preclude either Party applying for urgent interlocutory relief from any court of competent jurisdiction and for this purpose, the Parties expressly submit to the jurisdiction of any such court.

10.3 No Assignment. Neither party may assign these Terms to any third party without the written consent of the other party, save that Poligon may assign these Terms to any of its Affiliates without the written consent of Contractor. Any assignment of these Terms in contravention of this Clause 10.3 is void.

10.4 Amendment. Poligon may amend the terms of these Terms and/or any Terms at any time by publishing the relevant amended and restated Terms on the Labelling Platform. By continuing to perform the Services or use the Labelling Platform after the publication of the amended and restated Terms, Contractor agrees that the amended and restated Terms apply to Contractor and Contractor shall be bound by the terms of such amended and restated Terms.

10.4. No Relationship. Contractor shall act as an independent contractor under these Terms and these Terms does not create any relationship of agency, servant, employment, partnership, joint venture or association between the parties. Contractor is not entitled or authorized to conclude any agreements or otherwise act in the name of Poligon or its Affiliates.

10.5. Subcontractors. Contractor shall not engage any sub-contractors to perform the Services hereunder without the consent of Poligon.

10.6. Severability. The provisions in these Terms are severable, and if any provision is held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability affects only such provision or part thereof in such jurisdiction and does not in any manner affect such provision in any other jurisdiction, or any other provision in these Terms in any jurisdiction.

10.7. Interpretation. Headings in these Terms are included for convenience of reference only and are to be ignored in the construction or interpretation of the provisions hereof.

10.8. Language. Any local language translation (where applicable) of these Terms exists for reference purposes only, and the English version will take precedence over all other language translations except where otherwise mandated by applicable law.  

11. Jurisdiction-Specific clause (Indonesia)

11.1 If you are based in Indonesia, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.

11.2 These Terms have been prepared in the English language and Indonesian language. In the event of any inconsistency or different interpretation between the English text and Indonesian text, the English text shall prevail and the relevant Indonesian text shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each party acknowledges that it has read these Terms and understands its content and that these Terms have been entered into freely and without duress. You acknowledge that you fully understand the language and the content of these Terms, and you agree that you will not use the provisions under Law of the Republic of Indonesia No. 24 of 2009 on Flag, Language, State Emblem and National Anthem or any of its implementing regulations to invalidate these Terms.11.3 These Terms will be governed by the laws of Indonesia.

11.3 These Terms will be governed by the laws of Indonesia.

11.4 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indonesian National Arbitration Board (Badan Arbitrase Nasional Indonesia or “BANI”) located at Wahana Graha Lt. 1&2, Jalan Mampang Prapatan No. 2, Jakarta 12760 as at the date of these Terms.

11.5 The arbitration shall be conducted in accordance with the Rules of BANI for the time being in force (“BANI Rules”), which BANI Rules are deemed to be incorporated by reference into this section except where such BANI Rules conflict with the provisions of this section, in which event the provisions of this section shall prevail. The seat and venue of arbitration shall be Jakarta. The language of arbitration shall be English. We and you shall request the arbitrator to include in his/her award an authorization to the party in whose favor the award is issued to register at the relevant district court in Indonesia in accordance with Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution (“Arbitration Law”). We and you agree that the BANI arbitration award is final, binding and cannot be disputed by us or you. We and you hereby waive, to the fullest extent possible, any right to appeal or challenge any award, as well as any immunity or privilege that it may have in relation to the validity or enforceability of an arbitral award or any decision relating to the same. We and you also agree to waive the applicability of Article 48 of the Arbitration Law such that the arbitration needs to be completed within a specified timeframe.