Terms & Conditions

Date last changed: May 11, 2011

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CLICKNWORK OFFERS YOU ACCESS TO OUR SERVICES.

TERMS

ClickNwork provides its service to you subject to the following terms ("Terms of Use"), which may be updated by us from time to time without notice to you. You can review the most current version of the Terms of Use at any time at: http://www.clicknwork.com/.

All rules and guidelines posted anywhere on our site at: http://www.clicknwork.com, are included in the Terms of Use and are hereby incorporated by reference into the Terms of Use.

We may modify the Terms of Use by posting the change on our site. Unless otherwise specified by us when posted, all modifications shall be effective upon posting. If you do not agree to any modification, you may terminate your participation in the Service (and these Terms of Use) by sending us an e-mail prior to your next use of the Service. If you use the Service after a modification becomes effective, then you agree to that modification. You may review recent modifications at http://www.clicknwork.com/terms.asp.

CLICKNWORK SERVICE
ClickNwork provides users with a service (the "Service") which enables users to, among other things:

• register to obtain a user ID and password to parts of the ClickNwork site
• take tests to become a full member of the ClickNwork team
• undertake work in accordance with the guidance provided on the site
• get paid for doing the work

REGISTRATION, MEMBERSHIP, PASSWORD AND SECURITY

The Service is available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not available to minors (those under 18 years of age), individuals who cannot form legally binding contracts, or federal, state or local governmental agencies, organizations or individuals acting on behalf of such agencies or organizations. If you do not qualify, please do not use the Service. ClickNwork may refuse to provide the Service to any person, or prohibit any person from using the Service, at any time, in our sole discretion.

You are required to provide certain information about yourself if you wish to use certain portions of the Service.

In consideration of your use of the Service, you agree to provide true, accurate, current and complete information about yourself as prompted by the appropriate registration, membership or user profile form(s) (such information is your "User Information"), and maintain and promptly update your User Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ClickNwork has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then ClickNwork has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

You agree that your username and certain other information submitted by you or relating to your use of the Service, including whether you are logged on, how many tasks you have done, all grades given and received by you, all questions asked by you, and the username you select, may be viewed by any and all users on our site. All of these requirements are driven by the collaborative, team-based nature of some of our work and all information exchange is reciprocal: what information a user can see about you, you can see about them.

We will not disclose first names nor addresses to other users or authorities, with the exception of details required to make payments or to otherwise conform to legal requirements.

You will receive a password and account upon completing the appropriate registration or membership process. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to:

• immediately notify ClickNwork of any unauthorized use of your password or account or any other breach of security, and
• ensure that you exit from your account at the end of each session. ClickNwork cannot and will not be liable for any loss or damage arising from your failure to comply with this

You may not use or attempt to use the Service with any password other than your single ClickNwork password, and you may maintain only one (1) account with ClickNwork at any given time.

THE NEWSLETTER

ClickNwork issues an occasional newsletter by email only to people who have subscribed. Newsletter subscription is created automatically for you on registration unless you uncheck the subscribe box on the registration page. If you leave the box checked, it is your responsibility to unsubscribe from the newsletter using the facilities provided - either by following the links in the newsletter, or by using the subscribe facility on the ClickNwork site (http://www.clicknwork.com/default.asp), or logging on and unchecking the subscribe box in 'My Details'. ClickNwork will not unsubscribe you on your behalf.

THE GRADING PROCESS

Your performance will be graded and used by ClickNwork to determine your eligibility to continue working for ClickNwork. Every reference you submit will be reviewed for quality and presentation. You are awarded points for the quality of the information you submit and deducted points for transgressions (such as overgrading the reference, poor presentation of comments and selected text). The points are used to calculate a quality league table in which individual searchers can see their position and click through to review details of their performance in every task and, within that, for each reference.

ClickNwork uses the ladder to identify searchers consistently performing well (and they will be able to self-approve the references they submit and may be invited to undertake reference review work) and poorly performing searchers. Those that consistently perform badly will have their access rights revoked. All points are assessed and reviewed by ClickNwork and are final.

YOUR CONTENT

You agree to undertake any work (your "Content") for ClickNwork in accordance with the guidelines laid down for that work. Specifically:

• you will not change or amend any references you find posted on the Internet except to edit without changing their meaning

RESALE OF SUBMISSIONS

ClickNwork may in the future make available a database of submitted material (e.g. suggested URLs, written summaries) by ClickNwork members for resale to its users or other clients. You grant to ClickNwork a royalty-free, perpetual, non-exclusive and fully sub-licensable right and license to use, reproduce, publish, translate, distribute, transmit, perform and display anything you submit, post to or transmit through the Service (in whole or part) worldwide for resale.

In granting the foregoing license, you understand that the technical processing and transmission of the Service, including your Content, may involve (A) transmissions over various networks; and (B) changes to conform and adapt to technical requirements of connecting networks or devices.

PAYMENT, TAXES AND CONTRACTOR STATUS

(a) U.S. Dollars. Unless otherwise stated, all payments are quoted in U.S. dollars.

(b) Quality. ClickNwork reserves the right to refuse payment or withhold a portion of the payment for any work it deems to be substandard, incomplete or late. ClickNwork's decision in these matters is final.

(c) Independent Contractor Status. You will undertake work for ClickNwork under these Terms of Use as an independent contractor. You will not be an employee of ClickNwork within the meaning or the applications of any federal, state or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker's compensation, industrial accident, labor or taxes of any kind. You will not be entitled to benefits that may be afforded from time to time to ClickNwork employees, including without limitation, vacation, holidays, sick leave, worker's compensation and unemployment insurance.

(d) Taxes. ClickNwork shall not be responsible for withholding or paying any taxes or social security on your behalf. You shall be fully responsible for any such withholding or paying of taxes or social security.

USER CONDUCT AND CONFIDENTIAL INFORMATION

You agree to not use the Service to:

• upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• impersonate any person or entity, falsely state your identity or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
• upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that you obtained in a wrongful manner;
• upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
• upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment other than for research or computer/software support and maintenance (provided that in no event may you upload, post, or otherwise transmit any such material to the extent that such action will or could result, automatically or in connection with any other action other than the wilful action of any third party, in any damage, interruption, destruction or limitation of or to ClickNwork's systems, software, hardware, site, databases or Services);
• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
• request or provide any legal or medical advice or other advice or information which may only be lawfully rendered or provided by a licensed professional unless you are a licensed professional in the relevant field of expertise and abide by all relevant laws, rules and regulations; or
• intentionally or unintentionally violate any applicable local, state, national or international law or regulation.

You agree not to store or aggregate any Content of other users except through your use of the storage capabilities afforded by the Service.

You agree not to take any actions which may undermine the integrity of the feedback system, such as: leaving positive feedback for yourself using secondary accounts or third parties; or leaving negative feedback for other users using secondary accounts or third parties.

You agree not to post unsolicited messages about ClickNwork or the Service on Usenet groups or in chat rooms or on other Internet sites in a manner which could be construed as spam, or as mass unsolicited messaging.

You agree not to disclose any confidential or commercially sensitive information, or information that a court may reasonably judge to be commercially sensitive of confidential, that your obtain through working with ClickNwork, particularly as it relates to any task instructions to which you have access.

INDEMNITY

You agree to indemnify and hold ClickNwork, and its subsidiaries, affiliates, officers, agents, employees or partners, harmless from any claim, demand, loss, costs, liability or expense, including reasonable attorneys' fees, related to any claim or demand made by any third party arising out of or related to (a) Content you submit, post to or transmit through the Service, (b) any transaction or dispute between you and any third party, (c) unauthorized access to the Service through your account, or of which you should have been or were aware and did not report to ClickNwork, (d) your use of the Service or your connection to the Service, or (e) your violation of the Terms of Use.

CLICKNWORK PRIVACY POLICY

User Information and certain other information about you is subject to our Privacy Policy. For more information, please see our full privacy policy at http://www.clicknwork.com.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service (including any Content), use of the Service, or access to the Service.

GENERAL PRACTICES REGARDING USE

You acknowledge that ClickNwork may establish general practices and limits concerning use of the Service, including without limitation the maximum or minimum amount of earnings you make or the maximum or minimum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that ClickNwork has no responsibility or liability for the deletion or failure to store any material, messages and other communications or other Content maintained or transmitted by the Service.

MODIFICATIONS TO SERVICE

ClickNwork reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ClickNwork shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

TERMINATION

You agree that ClickNwork, in its sole discretion, may terminate your password, account (or any part thereof), use of the Service and/or the Terms of Use, and remove and discard any Content within the Service, for any reason, including, without limitation, if ClickNwork believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use or that you have engaged in fraudulent activity in connection with the Service. You acknowledge that it is ClickNwork's policy to block access to the ClickNwork site to users that repeatedly submit information to ClickNwork that violates third party copyrights. You acknowledge that ClickNwork will in its sole discretion determine who is a repeat infringer. Repeat infringers will not be permitted to access or use any of the ClickNwork services. ClickNwork may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of the Terms of Use or your access to the Service under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that ClickNwork may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that ClickNwork shall not be liable to you or any third party for any termination of your access to the Service. Upon any termination of your access to the Service, ClickNwork will disburse to you any amounts held on your behalf and which are payable.

We also reserve the right to at any time to revoke, downgrade or otherwise revise your access rights to tasks and the site in general, for any reason which may include, but is not limited to, inactivity, poor performance as indicated in the searcher ladder, inability to improve sufficiently your position in the searcher ladder, and abuse of the service, the site or your access rights.

PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by ClickNwork, you agree not to modify, rent, lease, loan, sell, distribute, reverse engineer, or create derivative works based on the Service or the Software, in whole or in part.

DISCLAIMERS

THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. CLICKNWORK AND ALL OF ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND ALL CONTENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR OUR SITE WILL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CLICKNWORK, ITS EMPLOYEES OR REPRESENTATIVES, OR THROUGH OR FROM THE SERVICE, WILL CREATE A WARRANTY; YOU SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. YOU UNDERSTAND AND AGREE THAT CLICKNWORK ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL CLICKNWORK BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY OTHER INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES OF ANY KIND THAT ARISE OUT OF OR ARE RELATED TO (i) FAULTS IN THE SERVICE, (ii) ANY SUSPENSION, TERMINATION OR INABILITY TO USE THE SERVICE, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. THE FOREGOING LIMITATION APPLIES WHETHER OR NOT CLICKNWORK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION TO THE LIMITATIONS SET FORTH IN SECTION 20(a) ABOVE, YOUR DIRECT DAMAGES ARE LIMITED TO THE GREATER OF (i) THE TOTAL OF THE FEES PAID OR RECEIVED BY YOU THROUGH USE OF THE SERVICE DURING THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, AND (ii) $100.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

NOTICE

Except as explicitly stated otherwise, any notices to ClickNwork shall be given by e-mail to customerservice@ClickNwork.com, and any notices to you shall be given by e-mail to the e-mail address you provide to ClickNwork during the registration process, or such other address as a party may specify. Notice shall be deemed given 24 hours after an e-mail notice is sent, unless the sending party is notified that the address is invalid. Notices posted on our site are effective upon posting. We may also give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during your registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

FORCE MAJEURE

ClickNwork shall not be deemed in default hereunder, nor shall you hold ClickNwork responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

GENERAL INFORMATION

The Terms of Use set forth the entire understanding and agreement between you and ClickNwork with respect to the subject matter hereof. The Terms of Use and the relationship between you and ClickNwork shall be governed by the laws of the British Virgin Islands without regard to its conflict of law provisions. You and ClickNwork agree to submit to the personal and exclusive jurisdiction of the courts located within the British Virgin Islands. The failure of ClickNwork to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.