These Operator & Data Contributor Terms of Service (these "Terms") are a binding agreement between Beaver Intelligence Incorporated, doing business as PrismaX ("PrismaX," "we," or "us") and the individual or entity that applies to become, or acts as, an operator or data contributor on the PrismaX platform ("Operator," "you," or "your"). By submitting an operator application, clicking to accept, signing these Terms, or accessing the Platform to perform Sessions, you agree to be bound by these Terms and by the PrismaX Privacy Policy.
1. Definitions
1.1 "Platform" means PrismaX's remote robot teleoperation platform, websites, applications, tools, and related services that enable Operators to remotely control robotic hardware and record demonstration data.
1.2 "Session" means any period during which you access the Platform to perform tasks, operate robotic hardware, or record demonstrations.
1.3 "Contributed Data" means all data generated, recorded, captured, or submitted by you or through your use of the Platform, including robot telemetry, trajectories, sensor and control data (including MCAP files), video and audio recordings (including MP4 files), task annotations, metadata, and any other work product arising from your Sessions.
1.4 "Task Specifications" means the task descriptions, instructions, acceptance criteria, and quality standards published on the Platform or otherwise provided to you for a given task or project.
1.5 "Quality Standards" means PrismaX's published demonstration quality and acceptance criteria, as updated from time to time, including standards for movement smoothness, task completion, and task completion speed.
2. Eligibility; Application; Account
2.1 Eligibility. You must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into these Terms. You must not be barred from providing services under the laws of any applicable jurisdiction, including applicable export control and sanctions laws.
2.2 Application; Verification. Operator status is granted at PrismaX's sole discretion. You agree to provide accurate, current, and complete information in your application and to keep it updated. PrismaX may require identity, payment, or tax verification and may suspend or reject applications that cannot be verified.
2.3 Account Security. Your account is personal to you. You may not share credentials, allow any other person to perform Sessions under your account, or use automation, scripts, or bots to perform Sessions except as expressly authorized by PrismaX in writing. You are responsible for all activity under your account.
3. Sessions; Operator Obligations
3.1 Performance. You will perform Sessions personally, with reasonable skill and care, in accordance with the applicable Task Specifications, Quality Standards, Platform rules, and all applicable laws. You will not subcontract or delegate your obligations.
3.2 Prohibited Conduct. You will not: (a) fabricate, manipulate, duplicate, or artificially inflate demonstration data; (b) intentionally damage, misuse, or operate robotic hardware outside its intended parameters; (c) interfere with or circumvent Platform security, quality-control, or measurement mechanisms; (d) introduce into any Session or Contributed Data any material that is unlawful, infringing, defamatory, or harmful; (e) capture or include in Contributed Data any third party's confidential information, trade secrets, or intellectual property without authorization; or (f) include any personal data of any third party in Contributed Data without lawful authority and PrismaX's prior written consent.
3.3 No Generative Fabrication. Unless expressly authorized in the applicable Task Specifications, all Contributed Data must reflect genuine teleoperated or human-performed demonstrations. You will not use generative artificial intelligence or synthetic-data tools to create, complete, or alter Contributed Data.
4. Quality Review; Acceptance and Rejection
4.1 Review. All Contributed Data is subject to quality review against the applicable Task Specifications and Quality Standards. PrismaX may accept or reject any episode or unit of Contributed Data in accordance with such criteria. Where reasonably practicable, PrismaX will indicate the basis for rejection through the Platform.
4.2 Effect of Rejection. Rejected Contributed Data does not accrue compensation. PrismaX may, at its discretion, offer you the opportunity to perform new Sessions in place of rejected data. For clarity, rejected Contributed Data remains Contributed Data assigned to PrismaX under Section 6, and PrismaX may retain or delete it.
5. Compensation; Taxes
5.1 Rates. Compensation rates, units of measurement (for example, per accepted episode, per accepted hour of demonstration data, or points-based rewards), and any bonus or referral programs are as published on the Platform for the applicable task at the time you perform the Session, and may be updated prospectively at any time. Compensation accrues only on Contributed Data accepted by PrismaX.
5.2 Payment. Accrued compensation is paid in arrears in accordance with the payment schedule and methods described on the Platform. PrismaX may withhold or offset amounts reasonably attributable to fraud, fabricated data, breach of these Terms, or amounts required to be withheld by law.
5.3 Taxes. You are solely responsible for all taxes, duties, and social contributions arising from compensation paid to you, and for providing any tax documentation PrismaX reasonably requests. Amounts payable are exclusive of any value-added or similar taxes except where required by law.
6. Ownership of Contributed Data; License to Platform
6.1 Assignment. You agree that all Contributed Data is, to the maximum extent permitted by law, a "work made for hire" for PrismaX, and to the extent it is not, you hereby irrevocably assign, transfer, and convey to PrismaX all right, title, and interest in and to the Contributed Data, including all intellectual property rights therein, effective upon creation. PrismaX and its successors, licensees, and customers may use, reproduce, modify, distribute, sell, license, and otherwise exploit the Contributed Data for any lawful purpose, including the training, fine-tuning, evaluation, and commercialization of machine learning and robotics models, without further consent from, attribution to, or compensation to you beyond the amounts described in Section 5.
6.2 Moral Rights. To the extent permitted by applicable law, you irrevocably waive, and agree not to assert, any moral rights or similar rights you may have in the Contributed Data (including rights of attribution and integrity). Where such rights cannot be waived, you consent to any act or omission by PrismaX or its licensees that would otherwise infringe them.
6.3 Further Assurances. You will execute any documents and take any actions PrismaX reasonably requests to evidence, perfect, or enforce the rights granted in this Section 6.
6.4 Platform License to You. PrismaX grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely to perform Sessions in accordance with these Terms. PrismaX and its licensors retain all rights in the Platform, robotic hardware, software, Task Specifications, Quality Standards, and all related intellectual property. You acquire no rights in any Contributed Data (including your own), any customer data, or any models trained on Contributed Data.
6.5 Feedback. If you provide suggestions or feedback regarding the Platform, PrismaX may use them without restriction or obligation to you.
7. Your Representations and Warranties
You represent and warrant that: (a) your Contributed Data is original to you and created through your genuine performance of Sessions; (b) you have all rights necessary to grant the assignments and rights in Section 6, and the Contributed Data, and PrismaX's exploitation of it as permitted by these Terms, will not infringe or misappropriate any third party's intellectual property, privacy, publicity, or other rights; (c) the Contributed Data does not incorporate any third-party materials, confidential information, or personal data of others except as expressly authorized; (d) you are not subject to any agreement (including any employment or non-compete agreement) that conflicts with these Terms; and (e) all information you provide to PrismaX is accurate and complete.
8. Recordings; Your Personal Data
8.1 Recording Consent. You acknowledge that Sessions are recorded, and that Contributed Data and Platform logs may include video, audio, biometric-adjacent signals (such as hand or movement tracking), and other information that identifies or relates to you. You consent to PrismaX's capture and processing of such information for quality review, platform operation, security, and the creation and commercialization of Contributed Data as described in Section 6.
8.2 Privacy Policy. PrismaX processes personal data relating to Operators in accordance with the PrismaX Privacy Policy, which is incorporated into these Terms by reference. Where Contributed Data delivered to customers could identify you, PrismaX will apply the de-identification or minimization measures described in the Privacy Policy or the applicable Task Specifications.
9. Confidentiality
You may receive non-public information in connection with the Platform, including Task Specifications, customer identities and requirements, rates, hardware details, and unreleased features ("Confidential Information"). You will use Confidential Information solely to perform Sessions, will not disclose it to any third party, and will protect it with at least reasonable care. These obligations survive termination and continue until the Confidential Information becomes public through no fault of yours. You will not publicly identify any PrismaX customer, or publish recordings or descriptions of specific customer tasks, without PrismaX's prior written consent.
10. Independent Contractor Status
You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between you and PrismaX or any PrismaX customer. You are not entitled to employee benefits, and you have no authority to bind PrismaX. You are free to determine when and whether to perform Sessions, subject to task availability and these Terms.
11. Term; Suspension; Termination
11.1 Term. These Terms apply from the date you accept them and continue until terminated.
11.2 Termination. You may stop using the Platform and terminate these Terms at any time by written notice or through your account settings. PrismaX may suspend or terminate your access at any time, with or without cause, including for suspected fraud, quality failures, or breach of these Terms.
11.3 Effect. Upon termination: (a) your Platform license ends; (b) PrismaX will pay accrued, unpaid compensation for Contributed Data accepted on or before the termination date, except amounts withheld under Section 5.2; and (c) Sections 5.3, 6, 7, 8, 9, 10, 12, 13, 14, and 15 survive. Termination does not affect PrismaX's ownership of Contributed Data.
12. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRISMAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PRISMAX DOES NOT GUARANTEE TASK AVAILABILITY, ANY LEVEL OF EARNINGS, OR UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM OR ROBOTIC HARDWARE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL; AND (B) PRISMAX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE BY PRISMAX TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
14. Indemnification
You will defend, indemnify, and hold harmless PrismaX, its affiliates, and their officers, directors, employees, customers, and licensees from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms or of your representations and warranties; (b) your Contributed Data, to the extent the claim alleges infringement or misappropriation caused by your breach of Section 7; or (c) your gross negligence or willful misconduct.
15. Governing Law; Disputes; General
15.1 Governing Law; Venue. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and each party waives any objection to such venue.
15.2 Changes to These Terms. PrismaX may update these Terms from time to time. Material changes will be notified through the Platform or by email and take effect prospectively upon posting or on the stated effective date. Your continued performance of Sessions after the effective date constitutes acceptance. Changes do not apply retroactively to compensation already accrued.
15.3 Assignment. You may not assign these Terms. PrismaX may assign these Terms in connection with a merger, acquisition, or sale of assets.
15.4 Entire Agreement; Severability; Waiver. These Terms, together with the Privacy Policy and any Task Specifications, are the entire agreement between the parties regarding their subject matter and supersede all prior discussions. If any provision is held unenforceable, the remainder remains in effect. A failure to enforce any provision is not a waiver.
15.5 Electronic Acceptance. You agree that clicking "I Agree" (or similar), electronically signing, or submitting an operator application constitutes your valid and binding signature to these Terms.