SmartRocket Task Rep Terms of Service
Thank you for your interest in SmartRocket. The SmartRocket internet platform is owned and operated by Red Ocean Solutions Ltd., a Hong Kong S.A.R. registered company.
Key Terms of the Agreement
BY REGISTERING FOR AND USING THE SMARTROCKET WEBSITE AND APPLICATION, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR ONLINE PAYMENT ACCOUNT IN ACCORDANCE WITH SECTION 3 OF THIS PARTICIPATION AGREEMENT; AND (4) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF THE PAYMENT SERVICE DESCRIBED IN SECTION 3 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.
FURTHERMORE: (5) ALL CONTRIBUTIONS TO RED OCEAN SOLUTIONS LTD THROUGH THE SMARTROCKET PLATFORM INCLUDING TEXT, PICTURES, VIDEO OR ANY OTHER FORM OF SUBMISSION ARE THE PROPERTY OF RED OCEAN SOLUTIONS LTD. USERS WILL BE COMPENSATED FOR SERVICES PROVIDED IN THE FORM OF FINANCIAL COMPENSATIONS AND/ OR ROCKET POINTS; (6) YOU ARE RESPONSIBLE FOR ENSURING THAT YOU ARE PROPERLY TAXED ON INCOME RECEIVED THROUGH PROVISION OF SERVICES THROUGH THE SMARTROCKET SITE OR APP; (7) EXECUTING SMARTROCKET TASKS ARE PERFORMED UNDER YOUR OWN RISK AND RED OCEAN SOLUTIONS LTD. IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES INCURRED WHILE PERFORMING THESE TASKS.
For purposes of this Agreement, (a) “ROSL”, “we”, “us” or “our” means Red Ocean Solutions Limited, (b) “Site” means the SmartRocket website located at www.smart-rocket.com, and any successor website thereto, including all services provided by us to you through the service platform on the Site, (c) “SmartRocket App” means the SmartRocket Smartphone Application, (d) “Deliverables” means the deliverables specified in a Task Request for delivery by a Task Rep to ROSL, (e) “Task Request” means a notice of a Task provided by ROSL to one or more Task Reps, which includes a description of the services to be provided by the Task Rep, the associated Deliverables (the “Task”), the date and time by which the Task must be completed (the “Task Deadline”) the fee associated with the Task (the “Fee”) and any Rocket Points associated with the Task (“Points”). Once a Task Rep has accepted a Task Request pursuant to Section 2, the Task Request will become a “Task Engagement”. The Fee and/ or Points will be paid into the Task Rep’s SmartRocket Account (“SR Account”) upon “Approval” of Task Deliverables by ROSL, (f) “Task Rep” or “You” means any person using the Site and/ or App to accept Tasks and provide Deliverables to ROSL, and includes but is not limited to “SmartRocket Crew” and “Validation Agents” (g) “Client” means any person or company obtaining services from ROSL (g) “Affiliate” means any entity controlled by, in control of, or under common control with ROSL.
You agree and understand that certain features of the Site may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. ROSL reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Site or by notifying Task Reps directly. You are responsible for regularly reviewing this Agreement. Continued use of the Site and/or the SmartRocket App after any such changes are made to this Agreement shall constitute your consent to such changes. ROSL does not and will not assume any obligation to notify Task Reps of any changes to this Agreement, or the creation or modification of any additional terms.
Use of the Site and SmartRocket App is permitted only by individuals who can form legally binding contracts under applicable Law. Without limiting the foregoing, you must be at least 18 years old to become a Task Rep. If you do not qualify, please do not submit an application to become a Task Rep.
You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.
2. SmartRocket Task Reps
By registering to become a Task Rep and accepting a Task Engagement, you agree to use your best efforts to perform the Task such that the Deliverables are satisfactory to ROSL. Once a Task Rep has accepted a Task, the Task Request will no longer be available for performance by other Task Reps who received the Task Request. By accepting a Task Request, you are entering into a binding legal agreement with ROSL to provide the Deliverables for the Fee specified in the Task Request. Do not accept a Task Request unless you are sure that you understand what you are being asked to deliver.
ROSL shall award Rocket Points and/or pay the Fee for each Task submitted only upon Approval by ROSL of the Task Deliverables. Approval of Deliverables is at the sole discretion of ROSL. ROSL will not pay you the Fee if the Deliverables for a Task are rejected. Under certain circumstances, you may have the opportunity to correct and resubmit a Task for Approval accordingly, receive payment of the Fee.
Upon successful Registration, a Task Rep is assigned a SmartRocket Account (“SR Account”). Points and Fees for Approved Tasks are accumulated within the SR Account. In order for a Task Rep to be able to withdraw Fees, an online Payment Account is necessary.
The Task Rep should make sure to register with their respective payment provider. The Task Rep can at any time request ROSL to transfer the accumulated balance from their SR Account to their online Payment Account. A minimum balance is required for transfer from a Task Rep’s SR Account, set by country as follows:
|Country/Territory||Payment Method||Minimum Cash Out|
|Hong Kong SAR
ROSL will transfer the funds within 15 days after submission of this request, but reserves the right to withhold funds gained through — but not restricted to — fraud, abuse of the App or illicit access to the ROSL/ SmartRocket Systems or software.
ROSL is under no obligation to disburse funds from a Task Rep’s SR Account more than 6 months after the original transaction date, if no request for such disbursement is made during this period. Fees associated with Tasks that have not been transferred to a Task Rep’s online Payment Account will be forfeited on expiration of this 6 months period.
Task Reps are responsible for paying all applicable taxes and for all expenses incurred by themselves in connection with performing Tasks or otherwise performing their obligations under this Agreement. ROSL may be obligated by law to obtain tax information from Task Reps. If we request tax information from Task Reps and they do not provide it, ROSL may (in addition to any other rights or remedies available to us) withhold a Task Rep’s Fees until they provide this information or otherwise satisfy ROSL that they are not a person from whom we are required to obtain tax information.
4. Independent Contractor Relationship
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between ROSL and you or between the ROSL Client and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving ROSL that is inconsistent with your being an independent contractor (and not an employee) of ROSL. You are not the agent of ROSL or the ROSL Client and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of ROSL or the ROSL Client. Without limiting the generality of the foregoing:
4.1 Independent Contractor Relationship
You are not entitled to or eligible for any benefits that ROSL may make available to its employees, such as group insurance, paid leave, profit-sharing or retirement benefits. Because you are an independent contractor, ROSL will not withhold or make payments for MPF, EPF, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of ROSL, or any affiliate of ROSL, by any local or foreign agency as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by ROSL.
You are solely responsible for filing all tax returns and submitting all payments as required by any local or foreign tax authority arising from the payment of Fees to you under this Agreement, and you agree to do so in a timely manner. If applicable, ROSL will report the Fees paid to you under this Agreement to relevant taxation authorities as required by law. YOU ALSO AGREE THAT ROSL AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.
4.3 Compliance with Law
You will comply with all applicable local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.
You agree that you will use the SmartRocket App to provide the Deliverables for each Task to ROSL on or before the applicable Task Deadline.
You agree that the Deliverables will be the sole and exclusive property of ROSL. You hereby irrevocably and unconditionally assign to ROSL absolutely with full title guarantee all rights, title and interest worldwide in and to the Deliverables and all intellectual property rights thereto, including but not limited to all copyrights, moral rights, and similar rights of every kind and nature . If any intellectual property rights, including moral rights, cannot (as a matter of law) be assigned by you to ROSL, then:
(a) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against ROSL with respect to such rights, and
(b) to the extent you cannot (as a matter of law) make such waiver, you unconditionally grant to ROSL an exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free license, with the right to sublicense through multiple levels of sub-licensees, under any and all such rights to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use the Deliverables in any medium or format, whether now known or hereafter discovered, and to exercise any and all other present or future rights in the Deliverables. At ROSL’s request, you will:
i) cooperate and assist ROSL both during and after the term of this Agreement, in perfecting, maintaining, protecting and enforcing ROSL’s rights in the Deliverables, and
ii) execute and deliver to ROSL any document deemed necessary or appropriate by ROSL in its discretion to perfect, maintain, protect or enforce ROSL’s rights in the Deliverables or otherwise carry out the purposes of this Agreement.
5.2 Further Assurance
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
6.1 Use and Disclosure
During the term of this Agreement and at all times thereafter, you will:
(a) hold all Confidential Information in strict trust and confidence,
(b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and
(c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining ROSL’s express prior written consent on a case-by-case basis.
6.2 Standard of Care
You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
6.3 Reverse Engineering
You will not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the SmartRocket App, any other software, products, models, prototypes, or other items provided by ROSL that use, embody, or contain Confidential Information.
Your obligations under Sections 6.1 and 6.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to ROSL’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by ROSL, or is required by law or court order, provided that you immediately notify ROSL in writing of such required disclosure and cooperate with ROSL, at ROSL’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
6.5 Removal; Return
Upon ROSL’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to ROSL or, if so directed by ROSL, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to ROSL in writing that you have fully complied with the foregoing obligations.
7. No Conflicts
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Task Engagement, or that is otherwise inconsistent with this Agreement, or any Task Engagement.
8. Representations and Warranties
(b) All Deliverables and all elements thereof are your original works and you have all rights necessary to grant the rights set forth in this Agreement;
(c) Neither the Deliverables nor any element thereof will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when delivered by you to ROSL;
(d) You will not grant, directly or indirectly, any right or interest in any Deliverable to any other person;
(e) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers);
(f) The Deliverables will fully conform to the specifications, requirements, and other terms in the applicable Task Engagement and this Agreement, and will be of a professional and workmanlike quality. In the event of a breach of this warranty, without limiting any other rights or remedies ROSL may have, you will promptly replace the Deliverables at no additional charge to ROSL.
You will indemnify and hold harmless ROSL and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of this clause 8 or any other obligation under this Agreement, or any Task Engagement, by you or any intentional misconduct or negligence by you in performing any Task.
9. Limitation of Liability
IN NO EVENT WILL ROSL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. ROSL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE HIGHER OF (1) THE AGGREGATE AMOUNT OF FEES OWED BY ROSL FOR TASKS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT, OR (2) [AMOUNT]. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TASKS AND SERVICES ARE PERFORMED UNDER YOUR OWN RISK AND ROSL IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES INCURRED WHILE PERFORMING THESE TASKS AND SERVICES.
NOTHING IN THIS AGREEMENT SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ROSL’S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY (HOWSOEVER CAUSED), OR FOR ANY OTHER MATTER WHICH IT IS NOT PERMITTED BY APPLICABLE LAW TO LIMIT OR EXCLUDE.
10.1 Termination by ROSL
ROSL may terminate this Agreement, in whole or in part, at any time with or without cause for its convenience, effective upon one (1) business day notice to you, in which case ROSL is obligated to pay you Fees earned by you through the effective date of termination or expiration. ROSL may withdraw any Task Request at any time prior to your acceptance thereof pursuant to Section 2. Any accumulated Fee balance within the SR Account must be transferred to your online Payment Account within five (5) working days. Any balance remaining after this period will be forfeited. A terminated account may not be reactivated.
10.2 Termination by You
You may terminate this Agreement at any time if there are no unperformed Tasks by visiting the My Profile page of the SmartRocket Crew Portal and selecting ‘Terminate Account’. Any accumulated Fee balance within the SR Account will be forfeited. A terminated account may not be reactivated.
Sections 3, 4, 5.1, 6, 8, 9, 10.3, and 11 will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
11. General Provisions
11.1 Governing Law
This Agreement, including the arbitration agreement at clause 11.2, is governed by the laws of Hong Kong S.A.R., without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction.
Subject to clause 11.3 below, if any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or a party’s performance of its obligations hereunder (“Dispute”), the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation. If the Dispute is not resolved in this manner within forty-five (45) days of a party’s notice of a Dispute, then any party may serve a notice on the other party requiring the Dispute to be submitted to arbitration as follows:
11.2.1 Subject to clauses 11.2.2 and 11.3 below, any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration (“HKIAC”) Rules in force when the notice of Arbitration is submitted in accordance with these Rules:
126.96.36.199 the number of arbitrators shall be one, which arbitrator shall be chosen by mutual agreement of the parties. Should the parties be unable to agree on a choice of arbitrator within 10 days, then HKIAC will select the Arbitrator.
188.8.131.52 the arbitration proceedings shall be conducted in English. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control.
184.108.40.206 Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrator.
220.127.116.11 The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 9 of this Agreement. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Hong Kong S.A.R.
11.2.2 Subject to clause 11.3 below, either party may apply to HKIAC in writing to have the dispute resolved through the expedited procedure where (i) the total amount of the award sought is less than forty thousand Hong Kong Dollars (HK$ 40,000.00); or (ii) the parties mutually agree to make such application for an expedited arbitration. The party demanding arbitration will propose an expedited arbitration and the other party shall not unreasonably withhold consent to use such expedited procedure. The parties shall follow the provisions set out in clause 11.2.1 above, save that the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; and b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
11.3 Notwithstanding the foregoing, either party may at any time proceed directly to any court of competent jurisdiction to seek protection or enforcement of its intellectual property rights and/or to seek specific performance, interim or final injunctive relief or other equitable relief.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.5 No Assignment
This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without ROSL’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. ROSL may assign this Agreement or any of its rights under this Agreement to any third party with or without your consent.
ROSL may give any notice required by this Agreement by means of a general notice on the Website, APP or via electronic mail to your email address on record with ROSL. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after posting or mailing. You may give notice to ROSL, addressed to the attention of Wade Garland. Such notice shall be deemed given when received by ROSL by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: Red Ocean Solutions Ltd. Room 602, 43 Lyndhurst Terrace, Central, Hong Kong.
ROSL’s remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement by you would cause irreparable injury to ROSL for which monetary damages would not be an adequate remedy and, therefore, ROSL will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.9 Time Is of the Essence
Time is of the essence in the performance of Tasks and your other obligations under this Agreement.
11.10 Entire Agreement; Amendments
This Agreement and any document explicitly referred to in this Agreement comprises the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.
In the event that you provide ROSL with any feedback regarding the Site, App and related services, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Service or the Website (“Feedback”), you hereby assign to ROSL all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
11.12 Modifications to Site and App
ROSL reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, App and related services (or any part thereof) with or without notice. You agree that ROSL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, App or related services.
11.13 Responsibility for receipt of Deliverables
ROSL can under no circumstance be held liable for lost, damaged, incorrect or late submitted Deliverables, nor does ROSL guarantee that phone lines, Internet or other networks provide a reliable means of transmissions of Task Deliverables. Task Reps are solely responsible for the proper completion of a Task and transmission of Deliverables to ROSL before the Task Deadline.
11.14 Damage to devices
ROSL is not liable for any damage caused to computers or smartphones as a result of using the Site, App or performing a Task.
Questions and complaints regarding exclusions, terminations or denials of service can be sent to email@example.com.
Last Updated: 10 September 2014