This document sets out the terms and conditions upon which SCORE CARTS provides retail analysis information services. These Terms shall apply to any Order that you place with us and that we have accepted in accordance with these Terms.

"We", "us" or "our" refers to SCORE CARTS Marketing Management, a company registered in United Arab of Emirates (whose trade license number is 818554). "You" or "your" refers to the person who (or on whose behalf) an Order is placed.

1. Interpretation

1.1 Unless the context otherwise requires, the other defined terms used in this document have the following meanings:

 

BY REGISTERING FOR AND USING THE SCORECARTS 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 OR THE COMPANY YOU REPRESENT; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PREFERRED PAYMENT METHOD IN ACCORDANCE WITH SECTION 4 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 4 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.

This Participation Agreement (the "Agreement") is between you and ScoreCarts (as defined below) and governs your and ScoreCarts's respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the "Policies" which are hereby incorporated by this reference into, and made part of, this Agreement). ScoreCarts reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, at its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.

YOUR CONTINUED USE OF THE SITE FOLLOWING SCORECARTS'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE OR APP.

01. Registration

a. Registration: When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name and a valid email address. Agents may also be asked to provide demographic information and certain personal information upon request. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.

b. Communication: You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

c. Passwords and Account Use: 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.

02. ScoreCarts's Role

ScoreCarts provides a venue for third-party Clients and third-party Agents to enter into and complete transactions. ScoreCarts and its Affiliates act strictly as a liaison between Clients and Agents. As a result, we have no control over the quality, safety or legality of the Services, the ability of Agents to provide the Services to Clients' satisfaction, or the ability of Clients to pay for Services. We are not responsible for the actions of any Client or Agent. We do not conduct any screening or other verification with respect to Clients or Agents, nor do we provide any recommendations. As a Client or an Agent, you use the Site and the App at your own risk.

03. Your Use of the Site and App

a. Clients in General: Upon completion of Services to Clients' reasonable satisfaction, Clients must pay Agents for their Services. As a Client, you agree that upon your approval of the Services performed by an Agent, payment will be remitted to the Agent (as described in Section 4 below). After you have approved the applicable Services, you are not entitled to any refund of your payment for such Services. If a Client is not reasonably satisfied with the Services, the Client may reject the Services. As a Client, you will be charged a fee for your use of ScoreCarts in connection with each request for Services. Please review the applicable ScoreCarts Fees contained in the Policies for all applicable fees associated with your use of the Site pursuant to this Agreement. All fees are in AED dirhams unless stated otherwise. The ScoreCarts Fees may vary in the future. You agree to pay the amounts set forth in the ScoreCarts Fees from time to time on the terms set forth herein and therein, and to check the fees and terms each time you use the Site. You acknowledge that Agents are agreeing to perform Services for you as independent contractors and not employees. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice. Further, you agree that you will only accept work product from Agents that has been submitted through the Site.

b. Agents in General: You may only register once as an Agent with ScoreCarts. You may only access your Agent account from one device at any given time. Agents may perform Services for any Client in accordance with the specifications submitted by the Client. However, if the Services do not meet the Client's reasonable satisfaction, ScoreCarts may reject the Services and repost the specific request on behalf of the Client. As a Agent, the Client for whom you provide Services is your Client, and as such, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of the Client, and all ownership rights, including worldwide intellectual property rights, will vest with the Client immediately upon your performance of the Service. To the extent any such rights do not vest in Client under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to the Client. As an Agent you are performing Services for a Client in your personal capacity as an independent contractor and not as an employee of the Client or of ScoreCarts. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will submit all work product through the App only, and not directly to a Client, or to ScoreCarts; (iii) you will provide Clients for whom you perform Services with any information reasonably requested by them in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between Agents and Clients, or Agents and ScoreCarts; (vi) you will not represent yourself as an employee or agent of a Client or ScoreCarts; (vii) you will not be entitled to any of the benefits that a Client or ScoreCarts may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance; and (viii) you are not eligible to recover worker's compensation benefits in the event of injury. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5, you should seek independent legal advice.

c. Listing and Promotions Generally: As a Client or Agent, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, ScoreCarts will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).

d. Information and Feedback: You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that ScoreCarts will implement mechanisms allowing us and others to track your requests for, or your performance of, Services and rate your performance as a Client or Agent, and ScoreCarts reserves the right to collect feedback regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that none of ScoreCarts, its Affiliates, Clients or Agents has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to ScoreCarts and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site. For avoidance of doubt, if you are a Client, and if you create any tests, specifications, criteria lists or other programs for use on the Site to evaluate or otherwise select Agents, they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other Clients and Agents pursuant to the license granted above.

e. Customer Service: ScoreCarts will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.

f. Disputes between Clients and Agents: Your use of the Site and App is at your own risk. Because ScoreCarts acts as a liaison between Clients and Agents, ScoreCarts will be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, only to the level deemed necessary by ScoreCarts.

04. Payment Service

ScoreCarts or its Affiliates will process all payments made by Clients to Agents (the "Payment Service"). Client payments made through the Payment Service are received by ScoreCarts or its Affiliates on behalf of Agents, and may be disbursed only in accordance with the terms outlined below.

a. Prepaid Jobs: Each Client must prepay for work they intend on acquiring through the Services by funding ScoreCarts Prepaid Jobs ("Prepaid Jobs") with a credit card on the platform or via funding a prepaid account or by issuing cheques. Prepaid Jobs are subject to the ScoreCarts Prepaid Jobs Terms and Conditions. Prepaid Jobs are maintained in a single Prepaid Job account for you solely for use of the Services. The amount of Prepaid Jobs funded must be at least equal to the total amount that will be owed to Agents upon completion and acceptance of the Services and any amounts payable to ScoreCarts in connection with Client's use of the Site.

b. Jobs on Credit: Clients may request to be billed for work they intend on acquiring through the Services. Jobs on Credit are subject to the ScoreCarts Jobs on Credit Terms and Addendum. Purchase orders are required prior to jobs being processed.

c. Disbursement of Funds to Agents: When Agents register with the App they are automatically registered with ScoreCarts. A payment account ("Payment Account") will automatically be established in conjunction with their registration on the Site. Agents will be receiving a ‘Payment Code’ once they have reached a specific amount of submitted and completed and approved audits. The ‘Payment Code’ will be redeemable with cash through Ansari services. See our FAQs for more information. ScoreCarts is under no obligation to disburse funds from an Agent’s Payment Account more than two years after the original transaction date, if no request for such disbursement exists. After two (2) years a twenty (20) percent service fee per month will be assessed on the account. We reserve the right to cancel your Payment Account for any reason.

d. Restrictions and Limitations: We reserve the right to terminate or suspend any Payment Account, or to delay the availability of any Prepaid Jobs, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Client or Agent is in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to Agents of any amounts for up to three (3) Business Days (as defined below) following any purchase. If ScoreCarts terminates this Agreement because you have violated the Policies then (i) any Services that have been completed by Agents but not yet accepted by you will be deemed accepted and the applicable payments will be remitted to the Agents and deducted from your Prepaid JOBS balance and (ii) your remaining Prepaid Jobs balance (if any) will become the property of ScoreCarts.

e. Statements and Account Balances: All purchase of any Prepaid Jobs, making payments to an Agent or other payment transaction occurring with respect to a Payment Account will be reflected on the Site. In addition, you may access your transaction information (your "Activity History") online in the "Clients," and "View Transaction History" (or equivalent) areas of the Site or App at any time. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on Prepaid Jobs or any amounts held in Payment Accounts.

f. Transaction Errors: If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.

05. Compliance with Laws

a. Taxes: You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes.

b. Compliance with Laws: The Site and App may be used only for lawful purposes and in a lawful manner. You may not use the Site and App in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.

c. Investigation: ScoreCarts has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site and App. ScoreCarts may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.

06. Disclosure of Information; Confidentiality; Privacy

a. Our Use of Data and Communications: Our Privacy Notice and this Agreement describe our collection, use, and disclosure of information associated with the Site and App, including how we handle personal information. In addition to the disclosures described in our Privacy Notice, we may disclose to ScoreCarts Affiliates your name, address, and data on Jobs you have completed.

b. Your Use of Data and Communications: You may use information or other data acquired from your use of the Site and/ or App solely to the extent necessary for you to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.

c. Press Releases and Public Disclosures: You may generally publicize your use of the Site, however you may not issue any press release with respect to ScoreCarts the App or the Site, without ScoreCarts's express prior written consent.

07. No Warranties

THE SITE AND THE APP, THE PAYMENT SERVICE AND THE SITE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCORECARTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

b. THAT THE SITE AND APP, THE PAYMENT SERVICE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

c. THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE AND APP WILL BE AS REPRESENTED BY CLIENTS OR AGENTS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR AGENTS WILL PERFORM AS PROMISED; OR

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

08. General Release

YOU HEREBY RELEASE SCORECARTS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, AGENTS, OR OTHER USERS OF THE SITE.

09. Indemnity; Limitation of Liability

a. Indemnity and Defense. You will indemnify and hold harmless ScoreCarts and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to:

b. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCORECARTS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APP, THE PAYMENT SERVICE, THE SITE SERVICES, THE INABILITY TO USE THE SITE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCORECARTS'S OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY SCORECARTS IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

10. Applicable Law; Arbitration

The Site and App is arranged, sponsored, and managed by ScoreCarts in Dubai, United Arab of Emirates. The laws of the UAE and Dubai Court govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Dubai Court, except that, to the extent you have in any manner violated or threatened to violate ScoreCarts's intellectual property rights, ScoreCarts may seek injunctive or other appropriate relief in any court in the United Arab Emirates, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the United Arab of Emirates. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

11. Termination

You may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, you must use ScoreCarts's standard functionality and further must abide by all applicable ScoreCarts Policies, Procedures and Guidelines. ScoreCarts, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.

12. General Provisions

a. Entire Agreement: This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.

c. Severability: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver: We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. ScoreCarts's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of ScoreCarts's right to subsequently enforce such provision or any other provisions of this Agreement.

e. Notices: All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.