Terms and Conditions for North America clients using the Self-Service Marketplace

Company:LXT AI Inc., registered at 4312 Village Centre Court, Mississauga ON L4Z 1S2, Canada.
Effective Date:March 30, 2026
Last Updated:12th March, 2026

1. Scope

Please read these Terms of use (these 'Terms and Conditions') carefully as they govern your usage of clickworker marketplace services.

Use of clickworker marketplace is subject to additional terms and conditions presented by LXT, which are hereby incorporated by this reference into these Terms (collectively, the 'Agreement').

By signing up for, or otherwise using, the clickworker services, you agree to be bound by these Terms. If you don't agree to these Terms, then you must not use clickworker services or access any content.

These Terms apply to all business relationships between:

LXT AI Inc., a corporation incorporated under the laws of Canada, (hereinafter "LXT", "we", or "us")

and

the entity or individual registering for or using the Platform (hereinafter "Client" or "you").

LXT and the Client are collectively the "Parties".

The Platform is offered exclusively to businesses and commercial users. Consumers are not permitted to use the Platform.

Any conflicting or additional terms proposed by the Client shall not apply unless expressly agreed in writing by LXT.


2. Definition

In addition to the terms defined elsewhere herein, the following terms shall have the meaning ascribed to them in this section:

2.1 Account

refers to a unique account owned by you and created for you to access clickworker marketplace.

2.2 Content

refers to all information, data, content, messages, videos, recording, image, survey results and other materials provided, generated or made available for and in relation to LXT Services.

2.3 Clickworkers

are independent contractors and are not employees, agents, or representatives of LXT.

2.4 Order

a digital request made by a customer to purchase one or more LXT Services.

2.5 Binding Transaction

Once order is confirmed and accepted by LXT, it is a legally binding contract.

2.6 Third-party services

refers to any third-party product, services, software, technology and/or code provided under separate terms that is used to build or support LXT Services including integration partners and open-source software.

2.7 Controller

means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

2.8 Processor

means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.

2.9 Sub-processor

is any third-party service provider engaged by a primary data processor to assist in processing personal data on behalf of a data controller. They operate under the processor's instructions and must adhere to the same data protection obligations as the primary processor.


3. Services and Platform

3.1

LXT operates an online software platform ("Platform" available at https://marketplace.clickworker.com/) that enables Clients to create, manage, and distribute digital tasks ("Microjobs") to an independent global workforce ("Clickworkers").

3.2 Nature of Services

The Platform is provided as a software-as-a-service (SaaS) solution. LXT provides only the technical infrastructure to post and process tasks.

LXT does not guarantee:

  • any specific result,
  • any minimum number of participants,
  • any task completion rate,
  • or any particular economic or qualitative outcome.

No employment, agency, or contractual relationship arises between the Client and any Clickworker.

3.3 API Access

LXT may provide optional API access to enable automated task creation, monitoring, and retrieval of results.

3.4 External Forms (iFrame)

Clients may host tasks on their own servers via embedded forms. Clients are solely responsible for hosting, security, availability, and legal compliance of such systems.

3.5 Availability

The Platform is provided on an "as available" basis. LXT does not guarantee uninterrupted or error-free availability and may perform maintenance, updates, or security changes at any time as deemed needed.


4. Registration and Accounts

4.1 Account Requirement

Use of the Platform requires registration of a business account. Clients must provide accurate and complete information. It is prohibited to use false information or impersonate another business or company through your account. As it is a business account, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Accounts are generally not transferable.

4.2 Credentials and Account Responsibility

Clients are solely responsible for any activities on your account. It is important to safeguard your account passwords and API keys. All activity under an account is attributable to the Client.

4.3 API Use Restrictions

The Client shall not:

  • exceed documented rate limits
  • attempt unauthorized access or security testing
  • reverse engineer the Platform
  • disrupt or impair system performance

LXT may suspend or terminate access for any violations against the agreed Terms.


5. Orders and Contract Formation

Orders are placed through the Platform or API. Submission of an order constitutes a binding offer. A contract is formed when LXT accepts and activates the order on the Platform. LXT may refuse or modify tasks for technical, operational, or compliance reasons. Changes after activation may incur additional fees.


6. Acceptance and Completion

Results are deemed accepted unless rejected within seven (7) business days of delivery.
For API or automated workflows, acceptance may occur automatically.
If Client systems fail to send required completion signals, fees remain payable if services were rendered.


7. Client Responsibilities

The Client is responsible for:

  • task content and legality
  • compliance with applicable laws
  • system security
  • hosting of external forms
  • proper API integration
  • use of encryption (TLS/SSL)

8. Intellectual Property and Usage Rights

Upon full payment, the Client receives a non-exclusive, worldwide, perpetual license to use task results for its internal business purposes.

The Service, including the Platform, software, and underlying technology as well as any company content, are protected under the laws of copyright, patent, trademarks and other applicable intellectual property rights. All intellectual property rights of the Service provided by us are owned by us or our third-party licensors to the full extent permitted under applicable laws, subject to these Terms. The Platform may not be resold, sublicensed, or reverse engineered.

By using the Services, you acknowledge and agree that LXT doesn't hold any warranties regarding the legality or appropriateness of any content input or generated upon your inputs.


9. Fees and Payment Terms

Fees applicable to each order are displayed on the Platform at the time the order is submitted and are exclusive of applicable taxes, duties, or levies, which shall be borne by the Client.

Unless otherwise specified on the Platform, fees are payable in advance at the time of order placement. LXT may require pre-funding, wallet balances, or other payment mechanisms. All payments shall be made in the currency indicated on the Platform.

The Client may cancel an order prior to activation of the task on the Platform. In such case, no fees shall be charged, or any prepaid amounts shall be credited to the Client's account.

Once an order has been activated on the Platform, fees shall be non-refundable, except as expressly provided in the paragraph below. Work already performed, including clickworker engagement, platform processing, or resource allocation, shall remain payable.

Where an activated order is terminated solely due to (i) a verified legal or regulatory compliance issue identified by LXT, or (ii) a confirmed technical failure of the Platform preventing execution, LXT may, at its discretion, issue a pro-rated service credit for the unperformed portion of the order. Cash refunds are excluded.

Except as expressly stated in this Section, all fees are non-refundable.


10. Warranty Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


11. Limitation of Liability

To the maximum extent permitted by law:

  1. LXT is liable only for damages caused by willful misconduct or gross negligence.
  2. For ordinary negligence, liability is limited to foreseeable damage typical for the contract.
  3. Total aggregate liability shall not exceed the fees paid by the Client in the preceding twelve (12) months.
  4. LXT shall not be liable for:
    • lost profits
    • indirect or consequential damages
    • data loss
    • business interruption
    • third-party actions
    • Clickworker performance

12. Indemnification

The Client shall indemnify and hold harmless LXT from any claims, damages, or expenses arising from:

  • task content
  • Client data
  • violation of laws
  • intellectual property infringement
  • misuse of the Platform

13. Confidentiality

Each Party shall undertake to comply with its obligations under relevant applicable data protection laws, principles and agreement and protects the other Party's confidential information and use it solely for performance of these Terms.


14. Data Protection and International Transfers

14.1 Compliance with Data Protection Laws

Each Party shall comply with, to the extent applicable, all data protection and privacy laws and regulations of any region, country, state, province, territory or other jurisdiction including but not limited to EU and UK Data Protection Laws, Canadian privacy laws, U.S. federal and state privacy regulations including but not limited to New York, California, Virginia, Colorado, Connecticut, Utah, Texas, Oregon, and Montana, as amended, replaced or superseded from time to time.

14.2 Allocation of Roles

To the extent that personal data is processed when customers use the Services, the parties acknowledge that:

(a) the Client acts as the data controller with respect to personal data included in task content or uploaded to the Platform.

(b) LXT acts as a data processor when processing personal data on behalf of the Client solely for the purpose of providing the Platform and related services; and

(c) where the Client uses externally hosted forms, systems, or embedded content, the Client acts as an independent controller with respect to such processing.

(d) LXT may engage a third party for the purpose of Services provisioning, while ensuring that the same security and data protection measures are in place legally binding by a co-joint DPA.

14.3 Determination of Purpose

LXT does not determine the purpose or essential means of the Client's data processing activities and processes personal data only in accordance with the Client's documented instructions as reflected in the use of the Platform.

14.4 Data Processing Agreement

Where LXT processes personal data on behalf of the Client, a Data Privacy Policy is hereby incorporated by reference into these Terms, co-jointly with a Data Processing Agreement that shall be in place with any Third-party (when used to provide part of the Services) and shall automatically apply upon processing. The DPA shall reflect the requirements of Article 28 GDPR and, where applicable, the EU Standard Contractual Clauses.

14.5 International Transfers

The Client acknowledges and agrees that:

  • the Platform is hosted and operated in data centers located in the European Union and other jurisdictions,
  • personal data may therefore be processed, stored, and transferred internationally,
  • such transfers may occur outside the Client's home jurisdiction.
  • Where required by law, LXT will implement appropriate safeguards for international data transfers, including technical, operational and standard contractual clauses or equivalent mechanisms.

14.6 Subprocessors

The Client authorizes LXT to engage affiliates and third-party subprocessors for hosting, infrastructure, and service delivery, provided that LXT remains responsible for compliance with applicable data protection obligations.

14.7 Client Responsibilities and Indemnity

The Client is solely responsible for the legality of task content, instructions, and data provided through the Platform. The Client shall indemnify and hold harmless LXT against third-party and/or clickworker claims arising from data protection violations attributable to the Client's data, instructions, or systems.


15. Term and Termination

15.1 Term

These Terms apply from the time the Client registers or places an order and remain in effect until terminated in accordance with this Section.

15.2 Termination for Convenience

Either Party may terminate the Client's account at any time by written notice or through the Platform. Termination shall not affect any active or completed orders, which shall remain payable.

15.3 Effect of Termination

Upon termination:

(a) access to the Platform shall be disabled.

(b) outstanding fees shall immediately become due; and

(c) Sections 7 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 13 (Data Protection), and 15 (Governing Law) shall survive.

15.4 Data Deletion

Following termination, LXT shall delete or anonymize personal data processed on behalf of the Client as per the timeline stated within its Data Privacy Policy depending on each type of stored/processed data, except where retention is required for legal, regulatory, audit, backup, or dispute-resolution purposes.


16. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law rules. Exclusive jurisdiction lies with the courts of Toronto, Ontario. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.


17. Miscellaneous

If any provision is invalid, the remainder remains effective.
These Terms constitute the entire agreement between the Parties.
Electronic form and email satisfy writing requirements.


18. Changes to the Terms

We may update these Terms from time to time, including by adding entirely new terms and deleting existing terms. If the changes are material, we will let you know in advance by posting the change through the platform and/or by sending you an email about the change. Your use of the Services after the effective date of the change constitutes your acceptance of the updated Terms.