Contributor Terms and Conditions

1. Definitions

“Accepted Work” means Work Product that has been reviewed and approved by Quanta Labs or its automated quality assurance systems, or that is deemed accepted pursuant to Section 6.3.

“Account” means the personal account created by the Contributor on the Platform.

“Applicable Law” means all laws, regulations, directives, and binding guidelines applicable to the relevant party, including but not limited to the GDPR, the German Civil Code (BGB), the German Commercial Code (HGB), the EU AI Act (Regulation (EU) 2024/1689), and the EU Platform Work Directive (Directive (EU) 2024/2831) as transposed into national law.

“Background IP” means any Intellectual Property Rights owned or controlled by a party prior to or independently of this engagement.

“Client” means a customer of Quanta Labs for whom data services are performed.

“Confidential Information” means all non-public information disclosed by or on behalf of Quanta Labs to the Contributor, including Client data, project specifications, pricing, business strategies, proprietary methodologies, software, and platform architecture.

“Content” means any data, text, images, audio, video, prompts, responses, annotations, labels, evaluations, ratings, feedback, or other material that the Contributor encounters, processes, creates, or submits through the Platform.

“Deliverables” means all Work Product, Content, annotations, labels, evaluations, data, and other outputs produced by the Contributor in connection with a Task.

“Intellectual Property Rights” or “IP Rights” means all patents, copyrights, moral rights, database rights, rights in designs, trademarks, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, throughout the world.

“Internal Project” means a project where Quanta Labs or an affiliated company is the commissioning party, as described in Section 4.7.

“Platform” means the Quanta Labs digital platform, applications, tools, APIs, and related infrastructure through which Tasks are made available and performed.

“Platform-Generated Data” means data generated through the Contributor’s interaction with the Platform that is not specific to any individual Task, as further described in Section 5.11.

“PSP” means a third-party payment service provider as designated on the Platform for the processing of Contributor payments (currently: PayPal).

“Task” means a discrete unit of work made available to Contributors on the Platform, including but not limited to data annotation, labeling, evaluation, rating, RLHF feedback, transcription, translation, content review, or quality assessment.

“Work Product” means any and all results, outputs, materials, data, content, annotations, evaluations, ratings, feedback, derivative works, and other deliverables created, generated, contributed, or submitted by the Contributor in connection with any Task, including all intermediate and draft versions.

2. Relationship of the Parties — Independent Contractor Status

2.1 Independent Contractor

The Contributor is an independent contractor (selbständiger Auftragnehmer) and not an employee, worker, agent, partner, or joint venturer of Quanta Labs. This engagement constitutes a Werkvertrag (contract for work and services) within the meaning of §§ 631 et seq. BGB, not a Dienstvertrag (service contract) under §§ 611 et seq. BGB, and not an employment contract under § 611a BGB.

2.2 No Employment Relationship

Nothing in these Terms shall be construed as creating an employment relationship. Specifically:

• (a) The Contributor is free to accept or decline any Task at their sole discretion, without obligation, penalty, or consequence for declining.
• (b) The Contributor determines their own working hours, working location, and manner of performance. Quanta Labs does not prescribe or monitor when, where, or how the Contributor works, except with respect to output quality specifications.
• (c) The Contributor is free to engage in work for other parties, including direct competitors of Quanta Labs, without restriction.
• (d) The Contributor uses their own equipment, devices, and internet connection. Where Quanta Labs provides access to platform tools, such tools are provided solely to enable Task performance and do not constitute provision of work equipment within the meaning of employment law.
• (e) The Contributor is not integrated into Quanta Labs’ organizational structure, does not attend team meetings, and is not subject to managerial direction regarding the process of work.
• (f) The Contributor has no minimum hours, no guaranteed volume of Tasks, and no obligation to maintain availability.
• (g) The Contributor is entitled to engage subcontractors to perform Tasks, subject to Quanta Labs’ prior written approval for quality assurance purposes.

2.3 Contributor Obligations Regarding Status

The Contributor represents and warrants that they are operating as an independent business or self-employed individual. The Contributor is solely responsible for their own tax obligations, social security contributions (Sozialversicherungsbeiträge), health insurance, and any required business registrations (Gewerbeanmeldung) in their jurisdiction.

The Contributor shall indemnify Quanta Labs against any claims, taxes, social security contributions, penalties, and costs arising from a determination that the Contributor is or was an employee of Quanta Labs, to the extent such determination results from the Contributor’s own misrepresentation of their status or failure to comply with the independent contractor structure described in these Terms.

2.4 No Employee Benefits

The Contributor has no entitlement to paid leave, sick pay, pension contributions, health insurance, or any other employee benefits from Quanta Labs. Compensation under these Terms is the sole consideration for the Contributor’s services.

3. Platform and Account

3.1 Account Registration

To access Tasks, the Contributor must create an Account by providing accurate, complete, and current registration information. The Contributor shall promptly update any changes to their registration information.

3.2 Account Security

The Contributor is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. The Contributor must immediately notify Quanta Labs of any unauthorized use of their Account.

3.3 One Account Per Contributor

Each Contributor may maintain only one Account. The creation of multiple accounts by the same individual or entity is a material breach of these Terms and grounds for immediate termination.

3.4 Platform Modifications

Quanta Labs reserves the right to modify, update, or discontinue the Platform or any features thereof at any time. Quanta Labs will use reasonable efforts to provide advance notice of material changes affecting active Tasks.

4. Tasks and Performance

4.1 Task Availability and Acceptance

Tasks are made available on the Platform on an as-available basis. Quanta Labs makes no guarantee of minimum Task volume, frequency, or continuity. The Contributor’s decision to accept or decline any Task is entirely voluntary.

4.2 Quality Standards

The Contributor shall perform all accepted Tasks in accordance with the applicable task guidelines, quality standards, and specifications published on the Platform. Quanta Labs may establish and modify quality benchmarks, accuracy thresholds, and performance metrics at its reasonable discretion.

4.3 Compliance with Guidelines

For each Task, the Contributor shall follow the specific annotation guidelines, rubrics, style guides, and instructions provided. Failure to comply with Task guidelines may result in rejection of Work Product, reduced quality scores, or suspension of access to certain Task categories.

4.4 Quality Monitoring

Quanta Labs employs automated and manual quality assurance processes to review Work Product. The Contributor acknowledges and consents to such quality monitoring, which is limited to the assessment of output quality and does not constitute supervision of the work process.

4.5 Prohibition on Automated Tools

Unless explicitly authorized in writing by Quanta Labs for a specific Task, the Contributor shall not use automated tools, scripts, bots, AI-generated outputs, browser extensions, or any other software to generate, assist with, or submit Work Product. Any use of unauthorized automation is a material breach of these Terms.

4.6 Personal Performance

Tasks must be performed personally by the registered Contributor unless Quanta Labs has given prior written approval for delegation. Credential sharing, ghostwriting, or unauthorized outsourcing is strictly prohibited.

4.7 Internal Projects

4.7.1 Where Quanta Labs or an affiliated company is the commissioning party for a project (“Internal Project”), the following modified terms apply unless otherwise specified in the project description:

• (a) The quality review period under Section 6.3 may be extended to up to fourteen (14) business days;
• (b) Payment for Internal Projects may follow a monthly cycle (rather than weekly), with payment processed by the 15th of the month following the month in which the work was accepted;
• (c) Quanta Labs may establish project-specific compensation structures for Internal Projects that differ from standard Platform rates, provided such structures are communicated to the Contributor before Task acceptance.

4.7.2 All other provisions of these Terms apply to Internal Projects without modification, including the IP assignment under Section 5, the confidentiality obligations under Section 7, and the Contributor’s independent contractor status under Section 2.

5. Intellectual Property and Data Rights

5.1 Assignment of All Work Product

The Contributor hereby irrevocably assigns to Quanta Labs, upon creation, all right, title, and interest worldwide in and to all Work Product, including all Intellectual Property Rights therein. This assignment includes, without limitation, all copyrights, database rights, sui generis rights, and any rights to claim authorship. This assignment is effective upon creation of the Work Product and does not require separate execution.

5.2 Scope of Assignment

For the avoidance of doubt, the assignment under Section 5.1 covers all Content, annotations, labels, evaluations, feedback, ratings, data, text, classifications, rankings, and any other output that the Contributor creates, generates, contributes, modifies, or submits through or in connection with the Platform, regardless of whether such output is accepted or rejected by Quanta Labs, and regardless of the format or medium.

5.3 License Fallback

To the extent that any assignment under Section 5.1 is not effective or enforceable under the laws of any jurisdiction (including under the German Urheberrechtsgesetz, where copyright is inalienable and only Nutzungsrechte may be transferred), the Contributor hereby grants to Quanta Labs exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, transferable Nutzungsrechte for all known and unknown types of use (§ 31a UrhG), to use, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, commercialize, and otherwise exploit all Work Product for any purpose whatsoever, including but not limited to AI model training, machine learning, research, product development, sale, licensing, and any commercial or non-commercial purpose.

5.4 AI Training and Data Use Rights

Without limiting the generality of Sections 5.1 through 5.3, the Contributor expressly acknowledges and agrees that Quanta Labs and its Clients may use all Work Product and Deliverables for:

• (a) Training, fine-tuning, evaluating, testing, and improving artificial intelligence and machine learning models of any kind;
• (b) Inclusion in training datasets, evaluation benchmarks, and test suites;
• (c) Development and improvement of Quanta Labs’ internal tools, processes, quality assurance systems, and methodologies;
• (d) Licensing, sublicensing, or transfer to third parties including Clients;
• (e) Research, publication, and benchmarking (in anonymized or aggregated form);
• (f) Any other lawful commercial or non-commercial purpose.

5.5 Moral Rights

To the extent permitted by Applicable Law, the Contributor waives all moral rights (Urheberpersönlichkeitsrechte) in the Work Product. Where waiver of moral rights is not permitted under Applicable Law (including under the German Urheberrechtsgesetz), the Contributor irrevocably undertakes not to assert or exercise any such moral rights against Quanta Labs, its successors, assigns, licensees, or Clients, and consents to any modification, adaptation, or use of the Work Product without attribution.

5.6 Power of Attorney

The Contributor hereby appoints Quanta Labs as their attorney-in-fact, with full power of substitution, to execute any documents and take any actions necessary to perfect, register, and enforce the IP Rights assigned under this Section 5, in the Contributor’s name and on their behalf. This power of attorney is coupled with an interest and is irrevocable.

5.7 Background IP

Each party retains all rights in its Background IP. The Contributor shall not incorporate any of their Background IP into Work Product without prior written approval from Quanta Labs. If Background IP is incorporated with approval, the Contributor grants Quanta Labs an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use such Background IP as part of or in connection with the Work Product.

5.8 Quanta Labs IP

The Contributor acknowledges that the Platform, all tools, software, algorithms, processes, methodologies, quality assurance systems, training materials, task guidelines, and documentation provided by Quanta Labs are and remain the exclusive property of Quanta Labs. The Contributor acquires no rights in Quanta Labs IP except the limited right to access the Platform for the purpose of performing Tasks.

5.9 Adequate Consideration

The Contributor acknowledges that the compensation paid for Tasks constitutes full and adequate consideration for all assignments, licenses, and rights granted under this Section 5. No additional compensation is due for any use or exploitation of Work Product.

5.10 Submitted Data and Inputs

Any data, information, feedback, suggestions, ideas, or other materials submitted by the Contributor through the Platform outside of specific Task performance (including but not limited to bug reports, feature suggestions, and general feedback) shall become the exclusive property of Quanta Labs upon submission, free of any obligation of confidentiality, attribution, or compensation.

5.11 Platform-Generated Data and AI Training Rights

5.11.1 In addition to Work Product, the Contributor acknowledges that the use of the Platform generates data that is not specific to any individual Task but arises from the Contributor’s interaction with the Platform (“Platform- Generated Data”). Platform-Generated Data includes, without limitation: interaction patterns, navigation behavior, time-on-task metrics, quality score trends, linguistic patterns, keystroke dynamics (to the extent collected for fraud prevention), task selection patterns, and any other behavioral or usage data generated through Platform use.

5.11.2 The Contributor grants Quanta Labs a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, process, analyze, aggregate, anonymize, and exploit Platform-Generated Data for any lawful purpose, including but not limited to:

• (a) Training, developing, testing, and improving artificial intelligence and machine learning models, algorithms, and systems;
• (b) Developing and improving Quanta Labs’ internal tools, quality assurance systems, task allocation algorithms, and operational processes;
• (c) Creating and selling anonymized, aggregated, or pre-labeled datasets, provided that such datasets are anonymized in accordance with GDPR requirements such that no individual Contributor can be identified;
• (d) Research, benchmarking, and publication in anonymized or aggregated form;
• (e) Any other commercial or non-commercial purpose.

5.11.3 Where Platform-Generated Data constitutes personal data within the meaning of the GDPR, the processing is governed by the Contributor Privacy Policy. The Contributor’s rights under the GDPR, including the right to object under Article 21, remain unaffected.

5.11.4 For the avoidance of doubt, this license is in addition to and does not limit the rights granted under Sections 5.1 through 5.10.

6. Payment

6.1 Compensation

Quanta Labs shall pay the Contributor for Accepted Work at the rates specified for each Task on the Platform prior to Task acceptance. Rates are specified per Task, per unit of output, or as otherwise indicated and represent the total compensation for all rights granted under these Terms.

6.2 Payment Schedule

Payments are processed on a weekly cycle. Accepted Work completed by Sunday 23:59 UTC will be included in the following week’s payment run, subject to any applicable quality review period.

6.3 Quality Review Period

Quanta Labs has a review period of seven (7) business days following Task submission to assess quality and compliance with Task guidelines. If Quanta Labs does not reject Work Product within this period, the Work Product shall be deemed accepted. If Work Product is rejected, Quanta Labs shall provide written reasons for the rejection.

6.4 Cure Period

If Work Product is rejected due to quality defects that are curable, the Contributor shall have three (3) business days from notification to correct and resubmit the Work Product. If the corrected Work Product meets the applicable quality standards, it shall be treated as Accepted Work.

6.5 Payment Methods

Payments are made via the payment methods available on the Platform (which may include bank transfer, PayPal, Payoneer, or other payment processors). The Contributor is responsible for providing accurate payment information and for any fees charged by their payment provider.

6.6 Minimum Payout Threshold

Quanta Labs may establish a minimum payout threshold (currently €10.00). Accrued amounts below this threshold are carried forward to the next payment cycle. No interest accrues on carried-forward amounts.

6.7 Taxes

All compensation is stated exclusive of applicable taxes. The Contributor is solely responsible for the payment of all income taxes, VAT/GST, social security contributions, and any other taxes or levies arising from payments received under these Terms. Where the reverse charge mechanism applies (Art. 196, Directive 2006/112/EC), the Contributor shall issue invoices without VAT and Quanta Labs shall self-assess the applicable VAT. The Contributor shall provide a valid tax identification number and/or VAT identification number upon registration and promptly update any changes.

6.8 Withholding

Quanta Labs reserves the right to withhold payment for Work Product that is subject to a pending quality dispute, fraud investigation, or compliance review. Withheld payments shall be released or finally rejected within thirty (30) days of the withholding notice.

6.9 No Forfeiture of Earned Amounts

Accrued and unpaid amounts for Accepted Work shall not be forfeited upon account termination, regardless of the reason for termination, and shall be paid to the Contributor in the next regular payment cycle following termination.

6.10 Anti-Claw-Back

Quanta Labs will not retroactively claw back or offset payments for Accepted Work performed in good faith, except where there is confirmed fraud, a material breach of these Terms, or a quality issue identified within the review period under Section 6.3.

6.11 Currency

Unless otherwise agreed, all payments are denominated and paid in EUR. Where payments are made in a currency other than the Contributor’s local currency, the Contributor bears the foreign exchange risk and any conversion fees imposed by their financial institution.

6.12 Invoice Generation Tool

6.12.1 Quanta Labs may provide an invoice generation tool within the Platform that allows Contributors to create invoices for Accepted Work. The tool pre-populates invoice data (amounts, service descriptions, VAT treatment, and Quanta Labs’ billing details) based on the Contributor’s Accepted Work records.

6.12.2 Use of the invoice generation tool is voluntary. An invoice generated and confirmed by the Contributor through the tool constitutes the Contributor’s own invoice for all legal, tax, and accounting purposes. Quanta Labs does not act as billing agent, tax advisor, or fiscal representative of the Contributor.

6.12.3 The Contributor is solely responsible for the accuracy and completeness of all invoices, including correct VAT treatment, tax identification numbers, and compliance with the invoicing requirements of their jurisdiction. The Contributor shall review each generated invoice before confirmation and shall not confirm an invoice that contains inaccurate information.

6.12.4 Where the reverse charge mechanism applies (Art. 196, Directive 2006/112/EC), the invoice generation tool will automatically apply the reverse charge notation. The Contributor is responsible for confirming that the reverse charge treatment is correct for their specific tax situation.

6.12.5 Quanta Labs shall retain copies of all confirmed invoices for the statutory retention period (§147 AO). The Contributor shall independently retain copies of all invoices for their own tax and accounting records.

6.13 Payment Service Provider

6.13.1 Payments under these Terms are processed through one or more PSPs as specified on the Platform (currently: PayPal). The Contributor acknowledges that use of the designated PSP is mandatory for receiving payments under these Terms.

6.13.2 The Contributor agrees to the terms of use and privacy policy of the applicable PSP, which are available on the PSP’s website and are incorporated into these Terms by reference. The Contributor is responsible for creating and maintaining a valid account with the designated PSP and for complying with the PSP’s terms.

6.13.3 Quanta Labs shall not be liable for any delays, failures, errors, account restrictions, fund holds, fees, or other issues arising from the PSP’s services. Any disputes regarding payment processing shall be directed to the PSP in the first instance. Quanta Labs’ obligation to pay is fulfilled upon successful initiation of the transfer to the Contributor’s PSP account.

6.13.4 If Quanta Labs changes the designated PSP, Contributors will be given at least thirty (30) days’ prior notice and reasonable assistance in transitioning to the new PSP. The Contributor’s failure to set up an account with the new PSP does not relieve Quanta Labs of its payment obligations, but may delay payment until a valid payment method is established.

7. Confidentiality

7.1 Confidentiality Obligations

The Contributor shall: (a) keep all Confidential Information strictly confidential; (b) use Confidential Information solely for the purpose of performing Tasks under these Terms; (c) not disclose Confidential Information to any third party without Quanta Labs’ prior written consent; and (d) protect Confidential Information with at least the same degree of care used to protect their own confidential information, but in no event less than reasonable care.

7.2 Scope

Confidential Information includes, without limitation: Client identities and data; project content and specifications; Task guidelines and rubrics; platform features, tools, and architecture; pricing and compensation structures; quality metrics and scores; and any materials marked as confidential or that a reasonable person would understand to be confidential.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Contributor; (b) was known to the Contributor prior to disclosure, as evidenced by written records; (c) is independently developed by the Contributor without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

7.4 Compelled Disclosure

The Contributor may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Contributor: (a) gives Quanta Labs prompt written notice of such requirement (to the extent legally permitted); and (b) cooperates with Quanta Labs in seeking a protective order or other appropriate remedy.

7.5 Whistleblower Protection

Nothing in these Terms prohibits the Contributor from making disclosures protected under the EU Whistleblower Directive (Directive (EU) 2019/1937), the German Hinweisgeberschutzgesetz (HinSchG), or any other applicable whistleblower protection law. The Contributor shall not be held in breach of this Section 7 for any such protected disclosure.

7.6 Working Conditions

Nothing in these Terms prohibits the Contributor from discussing their general working conditions, compensation rates, or the nature of Tasks performed, to the extent such discussion does not reveal specific Client identities, project details, proprietary methodologies, or trade secrets of Quanta Labs.

7.7 Return or Destruction

Upon termination of these Terms or upon Quanta Labs’ request, the Contributor shall promptly return or irretrievably destroy all Confidential Information in their possession or control and certify such destruction in writing within ten (10) business days.

7.8 Survival

The confidentiality obligations under this Section 7 shall survive termination of these Terms for a period of five (5) years, except that obligations regarding trade secrets and personal data shall survive indefinitely to the extent required by Applicable Law.

8. Data Protection

8.1 Contributor Personal Data

Quanta Labs processes the Contributor’s personal data as a data controller under the GDPR. The categories of personal data processed, the purposes of processing, and the Contributor’s data protection rights are set out in the Quanta Labs Contributor Privacy Policy, which forms an integral part of these Terms.

8.2 Client Data

In performing Tasks, the Contributor may be granted access to data that contains personal data of third parties (“Client Data”). The Contributor acts as a sub-processor under Quanta Labs’ data processing agreements with Clients and shall:

• (a) Process Client Data solely for the purpose of performing the assigned Task;
• (b) Not copy, store, transmit, or retain any Client Data outside the Platform;
• (c) Not attempt to identify or contact any data subjects whose data appears in Client Data;
• (d) Immediately notify Quanta Labs of any actual or suspected personal data breach;
• (e) Comply with any data protection instructions provided by Quanta Labs.

8.3 Automated Decision-Making

Quanta Labs uses automated systems for Task allocation, quality scoring, and certain account management decisions. The Contributor has the right to request information about the logic involved in such automated processes and to request human review of any decision that significantly affects their access to the Platform or compensation. Such requests may be directed to privacy@quanta-labs.ai.

8.4 Data Breach Notification

The Contributor shall notify Quanta Labs without undue delay (and in any event within twenty-four (24) hours) upon becoming aware of any actual or suspected personal data breach involving Client Data or Confidential Information.

9. Harmful and Sensitive Content; Insurance

9.1 Nature of Work

The Contributor acknowledges that certain Tasks may involve reviewing, labeling, or evaluating content that includes graphic, disturbing, offensive, violent, sexually explicit, hateful, or otherwise harmful material (“Sensitive Content”). This is inherent to AI safety and content moderation work.

9.2 Disclosure

Quanta Labs will disclose the general categories of Sensitive Content associated with a project before the Contributor accepts Tasks within that project. The Contributor may review this disclosure and make an informed decision about whether to participate.

9.3 Right to Opt Out

The Contributor may decline or opt out of any Task or project category involving Sensitive Content at any time, without penalty or negative consequence to their Account standing, quality scores, or access to other Tasks.

9.4 Support Resources

Quanta Labs will provide information regarding mental health and wellbeing resources available to Contributors working with Sensitive Content. The specific resources available are described on the Platform.

9.5 Exposure Limits

Quanta Labs may impose recommended or mandatory daily time limits for work involving certain categories of Sensitive Content, as communicated on the Platform. Contributors are encouraged to take breaks and to discontinue work if they experience distress.

9.6 Professional Liability Insurance

9.6.1 Quanta Labs recommends that all Contributors maintain appropriate professional liability insurance (Berufshaftpflichtversicherung) covering their activities on the Platform. The Contributor acknowledges that they have been informed of this recommendation by accepting these Terms.

9.6.2 Quanta Labs shall not be liable for any damage, loss, or claim arising from or in connection with the Contributor’s failure to obtain or maintain adequate insurance coverage.

9.6.3 For specific projects involving safety-critical data, high-value deliverables, or sensitive AI systems, Quanta Labs may require proof of professional liability insurance as a condition of Task access. Such requirements will be communicated in the applicable project description.

10. Contributor Conduct and Acceptable Use

10.1 Prohibited Conduct

The Contributor shall not:

• (a) Use automated tools, bots, scripts, or AI assistance to complete Tasks unless explicitly authorized;
• (b) Create multiple Accounts or share Account credentials with any third party;
• (c) Use VPN, proxy, or other tools to disguise their geographic location;
• (d) Submit fraudulent, plagiarized, or intentionally low-quality Work Product;
• (e) Attempt to reverse-engineer, scrape, or extract data from the Platform;
• (f) Copy, screenshot, photograph, or otherwise capture Content or Client Data from the Platform, except as necessary for authorized Task performance within the Platform;
• (g) Discuss, share, or disclose specific Task content, Client identities, or project details on social media, forums, or with any third party;
• (h) Engage in any form of discrimination, harassment, or abusive behavior on the Platform;
• (i) Violate any Applicable Law, including sanctions regulations (EU, US/OFAC, UK).

10.2 Bias Awareness

The Contributor shall perform Tasks with awareness of potential biases and in accordance with any bias mitigation guidelines provided by Quanta Labs. The Contributor shall report to Quanta Labs any Task guidelines that the Contributor believes may introduce systematic bias or discrimination.

10.3 Non-Circumvention

10.3.1 The Contributor shall not, during the term of these Terms and for a period of twelve (12) months following termination, directly or indirectly solicit, contact, contract with, or provide services to any Client of Quanta Labs to whom the Contributor was introduced through the Platform, for the purpose of performing services that are the same as or substantially similar to the services performed through the Platform, unless Quanta Labs has given prior written consent.

10.3.2 This restriction applies only to Clients to whom the Contributor was introduced through the Platform. It does not restrict the Contributor from working with any entity with whom the Contributor had a pre-existing relationship prior to their engagement through Quanta Labs, provided the Contributor can demonstrate such pre-existing relationship.

10.3.3 For the avoidance of doubt, this Section 10.3 does not constitute a non-compete clause. The Contributor remains free to work for any third party, including direct competitors of Quanta Labs, and to perform any type of work, provided that such work does not involve circumventing Quanta Labs’ client relationships as described above.

10.4 Contractual Penalties (Vertragsstrafe)

10.4.1 In the event of a breach of Section 7 (Confidentiality), Section 10.1 (Prohibited Conduct, specifically subsections relating to fraud, bot use, and unauthorized data extraction), or Section 10.3 (Non-Circumvention), the Contributor shall pay to Quanta Labs a contractual penalty (Vertragsstrafe) as follows:

• (a) Non-Circumvention (Section 10.3): A penalty equal to six (6) months’ average monthly compensation paid to the Contributor under these Terms, calculated based on the twelve (12) months preceding the breach (or the full engagement period if shorter than twelve months). If no compensation has been paid, the penalty shall be €5,000.
• (b) Confidentiality breach (Section 7) and Prohibited Conduct involving fraud, bot use, or unauthorized data extraction (Section 10.1): A reasonable penalty at Quanta Labs’ equitable discretion (nach billigem Ermessen), taking into account the severity of the breach, the sensitivity of the data involved, and any damage to Quanta Labs or its Clients. The reasonableness of the penalty amount is subject to judicial review (§ 315(3) BGB).

10.4.2 The contractual penalty does not limit Quanta Labs’ right to claim damages exceeding the penalty amount, but the penalty shall be credited against any such damages claim (Anrechnung).

10.4.3 Payment of the contractual penalty does not release the Contributor from their ongoing obligations under these Terms, nor does it affect Quanta Labs’ right to terminate these Terms for cause.

10.5 EU AI Act Compliance

The Contributor acknowledges that Work Product may be used in the development of AI systems subject to the EU AI Act (Regulation (EU) 2024/1689), including high-risk AI systems under Annex III. The Contributor shall comply with any quality standards, documentation requirements, and audit obligations communicated by Quanta Labs in connection with AI Act compliance.

11. Liability

11.1 Limitation of Quanta Labs’ Liability

Quanta Labs’ total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total compensation actually paid to the Contributor under these Terms in the twelve (12) months preceding the event giving rise to the claim.

11.2 Exclusion of Indirect Damages

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

11.3 Mandatory Exceptions

Nothing in these Terms shall exclude or limit either party’s liability for:

• (a) Death or personal injury caused by negligence (Verletzung von Leben, Körper oder Gesundheit);
• (b) Intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of legal representatives or senior management;
• (c) Breach of essential contractual obligations (Kardinalpflichten), in which case liability is limited to the foreseeable, typically occurring damage (vertragstypischer, vorhersehbarer Schaden). For the purposes of these Terms, essential contractual obligations are those whose fulfillment is a prerequisite for proper performance and on whose compliance the other Party may regularly rely — specifically: (i) Quanta Labs’ obligation to pay agreed compensation for Accepted Work; (ii) Quanta Labs’ obligation to provide Platform access for Task performance; and (iii) each party’s obligation to handle the other party’s personal data in accordance with the applicable data protection provisions;
• (d) Liability under the German Product Liability Act (Produkthaftungsgesetz);
• (e) Fraud or fraudulent misrepresentation;
• (f) Any other liability that cannot be excluded or limited under mandatory Applicable Law.

11.4 Contributor Indemnification

The Contributor shall indemnify, defend, and hold harmless Quanta Labs, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Contributor’s breach of these Terms; (b) the Contributor’s violation of any Applicable Law; (c) any infringement of third-party Intellectual Property Rights caused by the Contributor’s actions; (d) any misrepresentation by the Contributor regarding their independent contractor status.

12. Term and Termination

12.1 Term

These Terms become effective upon Account registration and remain in effect until terminated by either party in accordance with this Section 12.

12.2 Termination by Either Party

Either party may terminate these Terms at any time by providing fourteen (14) days’ written notice (e-mail sufficient) to the other party.

12.3 Suspension

12.3.1 Quanta Labs may immediately suspend the Contributor’s access to the Platform, in whole or in part, without prior notice if Quanta Labs reasonably believes that:

• (a) The Contributor has committed or is committing a material breach of these Terms;
• (b) The Contributor’s Account is being used fraudulently or in an unauthorized manner;
• (c) Continued access poses a risk to the security, integrity, or confidentiality of the Platform, Client data, or Confidential Information;
• (d) Suspension is required by Applicable Law or a lawful order from a competent authority;
• (e) A Client has raised a credible complaint requiring investigation.

12.3.2 Quanta Labs shall notify the Contributor of the suspension and the general reasons therefor within twenty-four (24) hours of the suspension taking effect. The notification shall indicate the expected duration of the investigation.

12.3.3 During the suspension period, the Contributor’s access to the Platform shall be restricted, and no new Tasks may be accepted. Payments for Accepted Work completed prior to the suspension shall be held pending the outcome of the investigation but shall not be forfeited solely by reason of the suspension.

12.3.4 Quanta Labs shall resolve the suspension within thirty (30) days by either: (a) reinstating the Contributor’s full Platform access (with release of any held payments); or (b) converting the suspension into a termination for cause under Section 12.4. Quanta Labs may extend the investigation period by an additional thirty (30) days in complex cases, with written notice to the Contributor.

12.3.5 If the investigation clears the Contributor of the suspected breach, all held payments shall be released in the next regular payment cycle and the Contributor’s quality scores and account standing shall not be adversely affected by the suspension.

12.4 Termination for Cause

Quanta Labs may terminate these Terms and/or terminate the Contributor’s Account immediately upon written notice if:

• (a) The Contributor commits a material breach of these Terms that is not curable, or that is curable but remains uncured for seven (7) days after written notice;
• (b) The Contributor engages in fraud, dishonesty, or intentional misconduct;
• (c) The Contributor violates the Acceptable Use provisions in Section 10;
• (d) Continued engagement would expose Quanta Labs to legal, regulatory, or reputational risk;
• (e) Required by Applicable Law or a lawful order from a competent authority.

12.5 Inactivity

Quanta Labs may deactivate an Account that has been inactive for twelve (12) consecutive months, after providing thirty (30) days’ prior written notice.

12.6 Effect of Termination

Upon termination: (a) the Contributor’s access to the Platform will cease; (b) all accrued and unpaid compensation for Accepted Work shall be paid in the next regular payment cycle; (c) the Contributor shall return or destroy all Confidential Information; (d) all IP Rights assignments and licenses granted under Section 5 shall survive and remain fully effective; (e) Quanta Labs may retain Work Product and account data as necessary for compliance with legal obligations.

12.7 Human Review

Where an Account termination or suspension decision is made with the assistance of automated systems, the Contributor may request human review of such decision within fourteen (14) days of the notification. Quanta Labs shall respond to such request within fourteen (14) business days.

12.8 Surviving Provisions

Sections 5 (Intellectual Property), 6.9 (No Forfeiture), 7 (Confidentiality), 8 (Data Protection), 10.3 (Non-Circumvention), 10.4 (Contractual Penalties), 11 (Liability), 13 (Dispute Resolution), and 14 (General Provisions) shall survive termination.

13. Dispute Resolution

13.1 Internal Resolution

Before initiating formal proceedings, the parties shall attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. The Contributor may submit a complaint via the Platform’s dispute mechanism, and Quanta Labs shall respond within fourteen (14) business days.

13.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.3 Jurisdiction

The courts of Munich, Germany (Amtsgericht München / Landgericht München I) shall have exclusive jurisdiction for all disputes arising out of or in connection with these Terms, to the extent permitted by Applicable Law.

13.4 Consumer and Employee Protections

Nothing in this Section 13 shall restrict any mandatory jurisdictional protections available to the Contributor under Applicable Law, including Regulation (EU) No 1215/2012 (Brussels I bis) or applicable consumer protection legislation.

14. General Provisions

14.1 Amendments

Quanta Labs may amend these Terms by providing the Contributor with at least thirty (30) days’ prior written notice (via email or Platform notification). The amended Terms shall become effective at the end of the notice period unless the Contributor objects in writing before the effective date. If the Contributor objects, Quanta Labs may terminate these Terms with immediate effect. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

14.2 Severability (Salvatorische Klausel)

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the economic intent and purpose of the invalid provision.

14.3 Entire Agreement

These Terms, together with the Contributor Privacy Policy, the Acceptable Use Policy, and any Task-specific guidelines, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, representations, and agreements.

14.4 Assignment

The Contributor may not assign or transfer these Terms or any rights hereunder without Quanta Labs’ prior written consent. Quanta Labs may assign these Terms in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.5 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision.

14.6 Written Form

Any amendments to or termination of these Terms shall be in writing (Textform pursuant to § 126b BGB, including email). This requirement also applies to any waiver of this written form requirement.

14.7 Notices

All notices under these Terms shall be in writing and delivered to the email address associated with the Contributor’s Account (for notices to the Contributor) or to legal@quanta-labs.ai (for notices to Quanta Labs).

14.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, government action, power failure, internet disruption, or natural disaster. If a force majeure event continues for more than sixty (60) days, either party may terminate these Terms upon written notice.

14.9 No Non-Compete

For the avoidance of doubt, these Terms do not impose any non-compete restriction on the Contributor. The Contributor is free to perform services for any third party, including competitors of Quanta Labs. The non-circumvention obligation in Section 10.3 is limited to Clients introduced through the Platform and does not restrict the Contributor’s general freedom to work.

14.10 Language

The English-language version of these Terms is the legally operative version. In the event of any conflict between the English version and any translation, the English version shall prevail.

14.11 Succession

The Contributor acknowledges and agrees that upon incorporation and registration of Quanta Labs GmbH, all rights and obligations of Quanta Labs GbR under these Terms shall automatically transfer to Quanta Labs GmbH as the successor entity. No separate consent or amendment shall be required for this transfer.