These terms and conditions, as may be amended from time to time, apply to all Our services directly or indirectly (through distributors), made available online, through any mobile device, by email or by telephone. By accessing, browsing and using Our website or any of Our applications through whatever platform (hereafter collectively referred to as the "website") and/or by kicking (posting) or catching (claiming) a task, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (including the privacy statement).
These pages, the content and infrastructure of these pages, and the online task sharing service provided on these pages and through the website (the "Service") are owned, operated and provided by Idaso Ltd. (hereinafter referred to as “Idaso” "Global Team ", "Us", "We" or "Our") and are provided for your personal, non-commercial use only, subject to the terms and conditions set out below.
“Business Day” means any day other than a Saturday or Sunday or any day on which the Central Bank of Ireland is closed.
“Catcher” is any party that catches (Claims) a task from Global Team.
“Confidential Information” means non-public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) relating to the Disclosing Party’s business, products; affairs; finances; clients; customers; trade secrets; customer lists; billing practices; contractual arrangements; technical data and know-how. Except in the proper performance of its obligations under this Agreement, the Receiving Party shall not itself (or allow others to) use or disclose Confidential Information to any person.
“Deliverable” means any deliverable(s), identified and agreed in writing that Idaso provides to Idaso Customer. Deliverables are not covered under Support or Warranty unless the parties have reached a separate agreement regarding same in writing.
“Derivatives” means – including but not limited to - (a) for copyrighted or copyrightable material, any abridgment, revision, translation, enhancement, improvement, modification, expansion, compilation or other form in which an existing work may be recast, transformed or adapted, (b) for patented or patentable material, any improvement thereof, or (c) for trade secrets, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent or trade secret.
“Documentation” means any documentation in electronic or hard-copy form, any present and future manuals, instructions, user guides and any other materials related to Software provided by Idaso under the Agreement.
“Feedback ” means any and all information (in oral, written, electronic or any other form) communicated voluntarily by Idaso Customer, directly or indirectly, to Idaso, under this Agreement or otherwise pertaining to the Idaso’s Confidential Information, including, without limitation, performance data, error data, reports, information, Support communications, comments, and suggestions.
“Global Team” is a platform for sharing data analysis tasks between traffic data professionals and data processing professionals
“Help Desk” refers to assistance in using the Software as opposed to error correction. Help desk is not included in Support and is subject to commercial pricing set forth in the Order and Idaso’s terms and conditions for the provision of such service or, if not listed therein, as otherwise agreed between the parties hereto in writing.
“Idaso Customer” means either singularly a Kicker or Catcher or both.
“Independent Contractors” means any third party company used by Idaso or Idaso Customer in connection with this Agreement.
“IPR” means any and all now or hereafter known tangible and/or intangible: (a) rights associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; (b) trademarks and trade name rights and similar rights, throughout the world; (c) trade secret and know-how rights throughout the world; (d) patents, designs, algorithms, and other intellectual and/or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license or otherwise; (e) all registrations, initial applications, renewals, extensions, continuations, divisions or re-issues thereof now or hereafter in force; and (f) Derivatives.
“Kicker” is any party that posts (kicks) a task to Global Team.
“Registered User” means each Idaso Customer employee or Independent Contractor legally permitted to use the Software according to the terms of this Agreement.
“Software” means the Idaso Software, protected by copyright laws and international copyright treaties, provided by Idaso under this Agreement. Software includes the Idaso software programs (and any Updates and Upgrades thereof to the extent provided under this Agreement)..
“Specifications” means the specifications for Software (i.e. applicable to the Software Subscription(s) set forth in the Order and/or in this EULA).
“Subscription” means each license or service subscription of Idaso’s Smartercounting software.
“Support” means those services provided by Idaso as set forth in Section 9 hereof.
“Updates” means any and all updates, fixes, patches, and modifications of the Software and Documentation (to the extent constituting updates on the production environment i.e. plugin and production tool), as the context may require. Updates are included to the extent specified with respect to the Subscription selected by Idaso Customer pursuant to the Order.
“Upgrades” means any and all new releases of the Software containing functional improvements. Upgrades can be provided to Idaso Customer upon general commercial release, subject to the applicable pricing for the same and the Subscription package selected by Idaso Customer pursuant to the Order. Upgrades, if furnished to Idaso Customer, are included within the definition of Software for purposes of this Agreement. To clarify, in Upgrades, the version number appearing to the left of the decimal point is changed (for example, 1.4 is changed to 2.4) whereas with Updates it is rather the release number to the right of the decimal point that is changed (for example, 1.4 is changed to 1.5).
2. Scope of Service
Through the website We (and where relevant, Our affiliate (distribution) partners) provide an online platform through which all types of data processing tasks can be posted (kicked) and through which visitors to the website can claim (catch) such tasks. By kicking a task, the Kicker invites a Catcher to enter into a direct (legally binding) contractual relationship with the Catcher. By claiming a task you enter into a direct (legally binding) contractual relationship with the Kicker. With regard to processing the data task, from the point at which you kick or claim a task, We act solely as an intermediary between you and the Kicker/Catcher, transmitting the details of your task to the relevant parties.
We do not employ the Catchers, they are self-employed and act as subcontractors to the Kickers. Catchers are therefore responsible for compliance with all local and international regulations that apply to the provision of their service.
We also provide additional features and services that aid in the use of the extracted data from the task, this is a separate service.
3. Prices and Payment
All prices are quoted and charged in Euro. Any currency conversion figures are given for information purposes only and should not be relied upon as accurate and real time; actual rates may vary.
The price posted by the Kicker is the price they will be charged upon approval of the task inclusive of the Global team transaction charge. This price is however exclusive of any additional services or any applicable sales taxes.
The final cost including those for additional services and sales taxes will be displayed prior to the task being kicked.
Obvious errors and mistakes (including misprints) are not binding.
All special offers and promotions are marked as such.
Payment activities from Kickers to Global Team are undertaken and operated by Stripe (https://stripe.com) and are subject to Stripe's Terms and Conditions, the storing of financial data and the transfer of funds is managed and handled entirely by Stripe and are not the responsibility of Idaso. The credit card/debit card of the Kicker will be charged upon approval of each task by either themselves or the Global Team Administrator in the event that a disagreement has been escalated.
Payments to Catchers are processed by the Idaso Accounts team in conjunction with Bank of Ireland on Line and as such are subject to Bank of Irelands Terms and conditions as well as those of the bank to which the payments are being made. Payments will be made to Catchers bi-weekly (fortnightly). Payments will be based on approved tasks during a two week period and will be initiated two week in arrears. Payment may be delayed in cases of bank holidays. Catchers will be responsible for any transaction costs incurred.
4. Data Accuracy
Although it is not compulsory, the Kicker has the option of specifying that junction turning and/or pedestrian counts be conducted through Idaso’s computer aided manual counting software “SmarterCounting”. The data processing workflow will then be subjected to the internal verification processes within that software as well as the data being presented in a format that can be used in additional services provided by Idaso.
5. Dispute Resolution
In the event of a dispute between a Kicker and Catcher, both parties undertake to make all reasonable attempts through the Chat function within Global Team to communicate and resolve the issue. If an agreement cannot be reached within fourteen (14) days of either party notifying the other party via email or the Chat function within Global Team that they wish to “Resolve a Dispute” then either party may escalate the dispute for adjudication by the Administrator. The Kicker and Catcher hereby agree to be bound by Global Team’s internal dispute resolution procedures and the Global Team’s Administrator will judge each case on its merits and in accordance with Global Team’s internal dispute resolution procedures. The Administrator’s decision is final and binding on the Kicker and Catcher. Global Team retains the right to enforce payment (in part or in full) and approve a task. Conversely the administrator may also deny payment depending on the findings of the Administrator. All decisions by the administrator are final.
6. Privacy and Cookies Usage
Cookies are very small text files that are stored on your computer when you visit some websites.
You can disable any cookies already stored on your computer, but these may stop Our website from functioning properly.
The following is strictly necessary in the operation of Our website .
This Website Will:
Remember what is in your shopping basket
Remember where you are in the order process
Remember that you are logged in and that your session is secure. You need to be logged in to complete an order.
The following are not Strictly Necessary, but are required to provide you with the best user experience and also to tell Us which pages you find most interesting (anonymously).
This Website Will:
Offer Live Chat Support
Track the pages you visits via Google Analytics
This website will allow you to share pages with social networks such as Facebook
This website will not share any personal information with third parties.
7. Further Correspondence
By registering as a Kicker or a Catcher you agree to receive email and/or phone or VoIP calls from Our support staff in relation to the workflows of Global Team and SmarterCounting.
The default setting of the ranking of Kickers and Catchers on Our website is 'Recommended' (or any similar wording or graphical representation) (the "Default Ranking"). Please note that the Default Ranking is created through a fully automatic ranking system (algorithm) and based on multiple criteria.
Support shall be available on Business Days between 0930 (9:30 AM) to 13:00 (01:00 PM) and 14:00 (2:00 PM) to 1700 (5:00 PM), Greenwich Mean Time (“GMT”).
Support is limited to the designated support contact persons at Idaso Customer (as listed during registration) for issues not capable of resolution within Idaso Customer or otherwise pursuant to the information contained in the Documentation or as a result of Idaso Customer’s representative(s) training from Idaso in the use of Smartercounting. To clarify, Idaso Customer must put forth reasonable efforts to resolve such issue(s) prior to referring the issues to Idaso.
Idaso Customer shall ensure all Idaso Customer support personnel (including Independent Contractors) contacting Idaso have completed any required training and possess the requisite skill necessary to effectively understand and implement Idaso’s Support assistance. In addition, Idaso Customer agrees that the number of contact points shall at no time exceed an aggregate number of two (2) such named persons for support. Notwithstanding the foregoing, It is understood that any and all contact persons and email account information shall be provided by Idaso Customer during registration or as otherwise instructed in writing by Idaso.
Support shall only apply to the current and previous Update releases of Software.
It is understood Idaso puts forth concerted efforts to ensure the accuracy of any support-related information made available on-line or in written documentation, including, without limitation, any help forum or frequently ask questions content. With this said, however, Idaso Customer understands and agrees such information may contain errors and is provided on an “as is” basis, expressly excluding any and all express or implied warranties and/or representations of any kind such as, without limitation, the implied warranties of merchantability or fitness for a particular purpose.
10. LIMITATION OF LIABILITY; WARRANTY DISCLAIMER
Idaso warrants that, to the best of its knowledge, the Software and, to the extent included in this Agreement solely in their unmodified form, do not infringe any third party’s copyright(s), trade secret(s) or patent(s) granted as of the Effective Date.
Idaso warrants that the Software to the extent included in this Agreement shall materially comply with the Specifications (as applicable to the Subscription selected by Idaso Customer), for the term of validity of the respective licenses under this Agreement. In the event of any material non-conformity with the Specifications of the Software as applicable to the Subscription or license in question, Idaso shall, at its discretion, repair or replace such defective Software. This warranty expressly excludes any errors arising from improper use, viruses, external factors, Idaso Customer’s failure to install prior Updates, in the event the Software has been modified or altered in any manner or if the error arises as a result of the combination of the Software with any other software or hardware. Any and all Hosting services facilitated by Idaso shall be handled by Idaso’s current Hosting vendor and shall be subject to such vendor’s terms and conditions. Idaso makes no warranties or representations as to such Hosting vendor’s service.
IN NO EVENT SHALL IDASO, OUR EMPLOYEES, CONSULTANTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY, INCLUDING ATTORNEYS' FEES, UNDER THIS AGREEMENT EXCEED THE FEES PAID TO IDASO OR THE VALUE OF THE TASK
UNLESS STATED EXPRESSLY OTHERWISE IN THIS SECTION 10, THE SOFTWARE DOCUMENTATION, SUPPORT, SUBSCRIPTIONS, UPDATES AND UPGRADES OF ANY KIND, AND DELIVERABLES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IDASO AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS IN THIS SECTION 10 ARE MATERIAL, BARGAINED FOR BASIS OF THE AGREEMENT, AND HAVE BEEN RELIED UPON IN DETERMINING THE CONSIDERATION TO BE PAID UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Should Idaso Customer desire to obtain a higher level of liability coverage, license usage, extended warranty, support, and/or service level, Idaso Customer shall contact Idaso with a specific request in writing, and Idaso shall reply with a quote for such additional Idaso undertakings.
Idaso Customer understands and agrees Idaso has no responsibility or liability for the deletion or failure to store any Content and/or for other communications maintained or transmitted through the Software or any services related thereto. Idaso Customer further acknowledges Idaso Customer is solely responsible for properly configuring all services contemplated herein, for taking steps to maintain appropriate security, and for backing up content.
11. Intellectual property rights
Unless stated otherwise, the software required for Our services or available at or used by Our website and the intellectual property rights (including the copyrights) of the contents and information of and material on Our website are owned by Idaso. its suppliers or providers.
Idaso exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the website on which the service is made available (including the guest reviews and translated content) and you are not entitled to copy, scrape, (hyper-/deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof and the guest reviews) or Our brand without Our express written permission. To the extent that you would (wholly or partly) use or combine Our (translated) content or would otherwise own any intellectual property rights in the website or any (translated) content, you hereby assign, transfer and set over all such intellectual property rights to Idaso Any unlawful use or any of the aforementioned actions or behaviour will constitute a material infringement of Our intellectual property rights (including copyright and database rights).
12.1 The parties shall maintain confidentiality and may not, unless expressly stated otherwise in this Agreement, disclose to any third party any documentation and/or any information (which, to clarify, includes, Software Updates, Upgrades, Deliverables, and Documentation), whether of a commercial or a technical nature.
12.2 Neither party shall be liable for disclosing any such information if it was, in all material respects: (a) public knowledge at the time of disclosure or thereafter becomes public knowledge other than through an act or omission of the receiving party; (b) already lawfully known to the other party prior to its receipt from the disclosing party; (c) demonstrably developed at any time by the receiving party without any access to the information received hereunder; (d) lawfully obtained by a third party, free of any confidentiality obligations, from other unrestricted sources; or (e) disclosed with the prior written permission of the disclosing party.
12.3 Idaso shall, immediately after the Effective Date, have the right to release a public statement disclosing the existence of this Agreement, and to use any and all Idaso Customer trademarks and logos in connection therewith. Idaso Customer hereby grants Idaso all necessary IPR rights necessary to give full effect to this Section 12.3.
12.4 Idaso Customer agrees that any breach of the confidentiality obligations of this Section 12 or use of the Software Documentation and/or Deliverables beyond the express scope of the Servicef, may result in irreparable harm to Idaso for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available, Idaso shall be entitled to seek injunctive relief, whether interim or final, anywhere in the world as reasonably necessary to safeguard Idaso’s interests.
12.5 The obligations set forth in this Section 12 shall survive any expiration or termination of this Agreement for a period of five (5) years. Notwithstanding the foregoing, the confidentiality obligations concerning the Software, Documentation, Deliverables, and Feedback shall survive any expiration or termination of this Agreement until such time as one of the exclusions set forth in Section 12.2 applies thereto in all material respects.
12.6 , Idaso Customer agrees that Idaso may freely use, reproduce, license, distribute, and otherwise commercialize Feedback without having to obtain any approval from and without having to make any accounting or payment to Idaso Customer. When Idaso Customer uses the Software, uploads, submits, stores, sends or receives content to or through Idaso Software, Idaso Customer gives Idaso (and those Idaso works with) a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute. This license continues even if Idaso Customer stops using Our Software.
13.1 Idaso shall defend, indemnify, and hold harmless Idaso Customer from and against any and all damages, costs and expenses incurred as a result of Idaso’s breach of its warranty under Section 10 hereof; provided Idaso has been notified without undue delay (not to exceed ten (10) Business Days) in writing of such claim (to the extent Idaso Customer knows of such claim or should reasonably have been aware of such claim) and given authority, information, and assistance to settle the claim or control the defence of any suit or proceeding. This indemnification obligation expressly excludes any claims arising from Idaso Customer’s improper use of the, as applicable, Software; external factors; Idaso Customer’s failure to install prior Updates; in the event the Software has/have been modified or altered in any manner; or if the claim results from the combination of the Software with any other software or hardware. Further, Idaso shall have no obligation to indemnify Idaso Customer if Idaso Customer had not, at the time of the alleged breach by Idaso, been current in paying any and all fees, to Idaso, under this Agreement.
13.2 Idaso Customer shall defend, indemnify, and hold harmless Idaso from and against any and all damages, costs, and expenses incurred as a result of Idaso Customer’s breach of its obligations under this agreement and/or in connection with any attorneys´ fees or collection costs incurred by Idaso in connection with recovering payments from Idaso Customer.
14. TERM AND TERMINATION
14.1 This Agreement shall commence between Idaso and the Kicker on the Effective Date a) that the Kicker posts a task to Global Team and b) between the Kicker and the Catcher when a Catcher accepts a post from a Kicker. This Agreement shall terminate when the task has been completed to the Kicker’s satisfaction. In the event of a dispute being referred by either the Kicker or the Catcher to Global Team then this Agreement shall terminate on the date of the dispute being resolved in accordance with the findings of Global Teams Administrator. In the event of either party should becoming bankrupt or insolvent, the other party shall have the right to terminate this Agreement with immediate effect.
14.2 After termination of the Agreement by either party pursuant to Section 14.1 above, all Idaso Customer’s rights in respect of Software, Deliverables, Feedback, and Documentation shall cease and Idaso Customer shall promptly, completely, and irrevocably purge and otherwise destroy any and all copies of the same.
14.3 The foregoing rights of termination are in addition to all other rights and remedies provided in this Agreement or in Irish law, subject to the express limitations set forth in Section 10 (Limitation of Liability; Warranty Disclaimer).
14.4 Provisions contained in this Agreement that are clearly expressed or by their sense and context are intended to survive the expiration or termination of this Agreement, shall so survive the expiration or termination hereof.
15. GENERAL PROVISIONS
15.1 Governing Law. This Agreement shall be governed by the law of Ireland and be subject to the exclusive jurisdiction of the courts of the Republic of Ireland, and the parties to this Agreement hereby submit to the jurisdiction of said courts.
15.2 Assignment. Neither party may assign this Agreement in whole or part to anyone without the other party’s prior, written consent. Any attempt to assign, transfer, or subcontract any of the rights, duties, or obligations of this Agreement without such required consent is void unless stated otherwise in this Agreement. Notwithstanding the foregoing, Idaso shall be entitled to assign this Agreement to any company (i) owned or controlled, directly or indirectly, by Idaso or (ii) which owns or controls, directly or indirectly, Idaso or (iii) which, is, directly or indirectly, under common ownership with Idaso (iv), in the event of any change of control of Idaso.
15.3 Amendment, Waiver, Entire Agreement. No amendment to this Agreement or waiver shall be valid unless based on a written and signed undertaking. The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver. This Agreement contains the entire agreement between the parties on the subject matter of this Agreement, and supersedes all memoranda, representations, undertakings, and agreements, whether oral or written, previously made between the parties with respect to the subject matter of this Agreement. In the event any provision of this Agreement is deemed by a court or tribunal of competent jurisdiction to be unenforceable, such provision(s) shall be limited or eliminated to the extent necessary so this Agreement shall otherwise stay in full force and effect. In the event Idaso modifies the standard terms and conditions of this Agreement, an email notification will be sent to Idaso Customer advising that modifications have been made and by continuing to use the Software after the date of such notification, Idaso Customer, agrees to any such modifications.
15.4 Notices. All notices, demands, or consents required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by fax or “electronic” mail as shall be given to by either Party to the other in writing. Such notice shall be deemed to be given if sent by telex, fax or electronic mail.
15.5 Relationship between the parties. No relationship of principal to agent, master to servant, employer to employee, franchisor to franchisee, partnership, or joint venture is established between Idaso and Idaso Customer. Neither party has the authority to bind the other or to incur any obligation on its behalf.
15.6 Export. In addition to the terms of this Agreement, Idaso Customer may not use or otherwise export or re-export the Software in any manner that violates the laws of IRELAND.