Task App terms of use

Welcome to Task App, the website and online service of Task App ("Task App", "we", or "us"), doing business as Adaya AI Inc. ("Adaya"). Task App is owned and operated by Adaya as a product it operates. These Terms of Use ("Terms") are the terms by which you may use our online services, website, software, and offline services provided on or in connection with the service (collectively the "Service").

These Terms and the agreement thereto, applies to all visitors, and users of the Service, as well as the Privacy Policy and any other Task App  policies you are provided from time to time. All those who access the Service shall classify as users ("Users") irrespective of whether they are approved to participate in the Service. Users are typically referred to as "Business Owner" or "VA". Business Owners or Freelancers and virtual assistants (VAs) refer to those types of Users irrespective of whether they have been approved as a "User". Even if you deactivate your Task App account, you may still be classified as a User for a certain period of time after your account is deactivated, as described in these Terms.

The use of the Service, either by access to the Service by you or a representative of your company, or the process whereby a User registers on behalf of a company, shall be intended to also bind that company to these Terms, as though the company itself was also a User. For the purpose of the Terms, the registration of a company shall classify that company as a User and bind it to the terms referred to herein. An individual accessing the Service as a User shall also have the requisite authority to act on behalf of the company that it is registering on behalf of, and shall not continue any further on the Service should the individual not possess that requisite authority. The use of the term "You" or "Your" within these Terms and throughout the Service shall also apply to the company whom you are representing.

BY ACCESSING OR USING THE SERVICE THROUGH ANY DIRECT OR INDIRECT MEANS, CLICKING ANY SUBMISSION BUTTON OR CREATING AN ACCOUNT, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, WHICH FORM A CONTRACT BETWEEN YOU AND TASK APP. YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND ANY COMPANY THAT YOU REPRESENT IN USING THE SERVICE, AND UNDERSTAND THAT THE COMPANY THAT YOU REPRESENT SHALL BE RESPONSIBLE FOR COMPLYING WITH THE TERMS AND FOR A BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES. YOU ALSO CONSENT TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE TASK APP PRIVACY POLICY, WHETHER OR NOT YOU ARE AN APPROVED OR REGISTERED USER OF OUR SERVICE.

The Terms shall also incorporate by reference all agreements and policies referred to herein, including the Task App Privacy Policy and other policies displayed by Task App or provided to you from time to time. If you are based outside of the United States, you consent to Task App storing, transferring and processing your information (including your personal information and content) in and out of the United States.

In using the Service, you agree that, in addition to these Terms, you will use the Service in accordance with all applicable laws and regulations.

Task App may, in its sole discretion, modify or update these Terms, the Privacy Policy and any other policies from time to time, and so you should review this page, and those additional pages, on a frequent basis. When we change the Terms in a material manner, we will update the 'Last Updated' date on this page. Your continued use of the Service after any such change constitutes your acceptance of the revised Terms. If you do not agree to these Terms or any future Terms, do not use or access (or continue to access) the Service.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. general

3. ELIGIBILITY TO ACCESS THE SERVICE

2.1 How the Service Works

Task App connects Business Owners and their work "Projects" or "Tasks" with VAs. A Project or Task is either (i) a description posted in the AI Slack App, or (ii) any work undertaken between a Business Owner and VA following an "introduction" (defined herein). The Service requires approval to register and participate from our community manager. Projects and Tasks are automatically recommended to the best VA for the job by our AI Robot channel. VAs must also apply to participate in the Service and cannot participate until approved by our community manager. When approved, VAs will be eligible to be invited to provide "Quotes" to undertake work on Projects or Tasks for Business Owners. There is no obligation upon a Business Owner to accept a Quote or to work with a VA.

2.2 What Task App Does

1. We operate the online and offline features of the Service. We are the administrator of the Service. We facilitate introductions between Business Owners and VAs. Participation in the Service as a User is at Task App's sole discretion.
2. We facilitate the payment process for your Project or Task. All payments must be processed through Task App.

2.3 What Task App Does Not Do

1. We do not make any representation (either express or implied) as to the suitability, reliability, capability, or qualifications of VAs for a particular Project or Task. We do not endorse or make specific recommendations about VAs or Business Owners. We merely facilitate the availability of information about these Users.
2. We do not negotiate contracts, statements of work, service agreements or other final project details and specifications. This is a matter for Users to negotiate amongst themselves.
3. We do not participate in the execution of work on your Project or Task. We are not a party to nor do we have any liability with respect to any agreement between a Business Owner and VA. We do not provide services to supervise or manage your project through Task App. We have no control over Business Owners or VAs, nor the work promised or rendered through any relationship between Users.
4. Task App is not an agent for Business Owners or VAs.

2.4 You Acknowledge and Agree

1. Task App reserves the right to select VAs to submit Quotes, and also to forward any Quotes to you.
2. We are not responsible for who you select and contract with to undertake work on your Project or Task, or which Business Owners and Projects or Tasks you submit Quotes to.
3. Any agreement between you and another User or party which seeks to alter or modify these Terms must be agreed to in writing by Task App.
4. The Service is a place where Business Owners and VAs can connect and also facilitate payment for Projects or Tasks.
5. Task App is not a party to any contract you may enter into with another User and Task App shall not have any liability or obligations whatsoever under such contracts.

2.5 Our Requirements of VAs

Among other items in these Terms, and the Required Terms (defined herein) we require that VA Users, and if you are a VA User, you agree to only:

1. Undertake Projects or Tasks that do neither present a conflict of interest nor breach any duty that you have to existing clients, service providers or other parties.
2. Undertake Projects or Tasks that require skills in which you are proficient, experienced with and have the requisite knowledge to complete to the standard agreed between you and the Business Owner.

2. the Task App Service

3.1 User Eligibility
In order to be eligible to use the Service, you:

Must be capable of forming legally binding contracts in the jurisdiction in which you are using the Service;
Shall provide us with accurate information to create an account, including your name and contact information, as well as company information; Represent and warrant that your company is not doing a business in a country where use of the Service is prohibited by law in your jurisdiction; Represent and warrant that your company is not a citizen of, or doing business in, a country or region subject to US or other sovereign country sanctions or embargoes; Must not be associated or doing business with any person or entity identified by law, including US Government lists such as the US Department of Commerce's Denied Person's or Entry List, the US Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List, or otherwise ineligible to receive items subject to US export control laws and regulations, or other economic sanction rules of any sovereign nation;
Confirm that you are not prohibited to participate in the Service by any contract (such as employment, confidentiality, service, or non-disclosure agreements) or any similar obligations.

Despite the foregoing, participation in the Service shall at all times be at the sole discretion of Task App. If you or your company's User account was previously deactivated by Task App, you are no longer permitted to, and must not use the Service without the written authorization of Task App.

3.2 User Verification

Task App reserves the right to validate your identity, eligibility and account information at any time. Failure to provide Task App with evidence to verify your account within a timeframe requested by Task App may result in the suspension or cancellation of your account.

3.3 Company Information

By registering with the Service, you consent to us displaying your company's details in the Service. You also consent to us displaying your company's name, logo and other relevant information within the Service. The fact that your company is using the Service is not confidential information and you consent to it being disclosed to other Users, and in promotional materials advertising Task App and the Service, including the use of your company name and logo for these purposes. Task App shall not require additional consent to use your company name and logo for the purposes outlined above.

3.4 Independent Contractor Status

The relationship between Task App and User is that of independent contractor. Nothing in these terms shall construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer or agency relationship. You agree and acknowledge that:
You have no authority to act on behalf of Task App;
We do not have a special relationship with you nor owe you a fiduciary duty;
Neither Task App nor you shall have the right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, each other.

Task App is not an agent for Business Owners or VAs.

As an independent contractor, you acknowledge that neither you, employees, agents or anyone else at your company shall be entitled to participate in or receive any compensation or benefits from Task App whatsoever, including, without limitation, worker's compensation insurance, health insurance or benefits, holiday pay, sick pay, bonuses, salary or any other similar compensation or benefits. Companies registered through the Service, as well as any Users, are responsible for the compensation arrangements for those who provide services to any User either by you, or on your behalf.
Additionally, you are responsible for reporting to all applicable government agencies, all amounts paid to employees and agents of your company, including, without limitation, payroll tax, unemployment insurance, Federal insurance Contributions Act and Federal Unemployment Tax Act. You are also responsible for compliance with all applicable laws relating to employment, agency, contracting etc., including those relating to workers' compensation insurance, reporting of independent contractors, issuance of tax forms (including W-2 and 1099), the immigration Reform Control Act, and equal opportunity laws.

4. term

Your continued access and use of the Service signifies your acceptance of these Terms, and shall continue through the maintenance of an account through the Task App website. Either Task App or a User may terminate the Terms at any time, for any reason, effective immediately, upon written notice to the other party, or by deactivating or suspending your account. Despite such termination, any agreements that exist between a Business Owner and VA shall remain unaffected by your no longer maintaining an account on the Task App website.

Deactivation or suspension of your Task App account or notice of termination of the Terms shall not relieve you of your obligations with respect to non-circumvention of the Service and payment exclusivity obligations as set forth in these Terms, as well as any obligations that you owe to Task App which are intended to survive beyond termination of the Terms.

Clauses of the Terms which shall survive the termination of these Terms include: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17 as well as any clauses by their nature are intended to survive beyond termination of the Terms.

5. payments

Transaction Fees - A transaction fee is a percentage of the payments between VAs and Business Owners using the platform. We can charge different percentages to money earned by VAs and money paid to VAs by Business Owners. These percentages of the total transaction are subject to change and we reserve the right to change them at our discretion.

PAYMENTS
5.1 Using the Service
Task App is currently free to join and access during the Beta period.

Task App's "Fees" are charged on either a (i) Project or Task basis or (ii) a "Placement" – when you hire someone to work for your company after they were introduced to you or your company through the Service.
As a part of the Service, you and your company agree to pay the Fees in accordance with the Terms, and agree that they are fair and reasonable. All fees are non-cancelable and non-refundable.

Under these Terms, "Work Fees" refer to the total fees payable by a Business Owner to VA for a Project or Task, inclusive of bonuses or other incentive payments (i.e. the total amount).
"Initial Deposit" payments refer to the initial payment made by a Business Owner prior to the commencement of a project, which shall be decided upon by the VA and Business Owner.

For the purpose of these Terms, being "introduced" or an "introduction" shall include any circumstance under which a User becomes aware of another User through interaction with the Service.
A Business Owner posts a description to which VA identifies the Business Owner (irrespective of whether the VA submits a quote);
A Business Owner posts a description and becomes aware of VA (irrespective of whether the VA submits a quote);
A Business Owner posts a description to which VA identifies the Business Owner (irrespective of whether the VA submits a quote);
A Business Owner and or VA communicate outside of the Service; or
Any other circumstance that Task App reasonably expects shall be subject to Task App's Fees within the spirit of the Terms of Use.

5.2 Types of Fees Payable to Task App

Fees payable to Task App "Task App Fees" are as follows:

Transaction Fees - A transaction fee is a percentage of the payments between VAs and Business Owners using the platform. We can charge different percentages to money earned by VAs and money paid to VAs by Business Owners. These percentages of the total transaction are subject to change and we reserve the right to change them at our discretion.

5.3 How Subscription and Transaction Fees are Calculated

Transaction Fees:
Prior to the commencement of work on a Project or Task, Business Owner and VA must notify Task App of the key terms relating to the Project or Task (including dates, milestones, fees payable to VA etc), and also provide Task App with any relevant and/or signed documentation (service agreements, contracts, statements of work etc). Business Owner and VA shall negotiate and agree Work Fees.
The following Transaction Fees are payable to Task App per Project or Task:

VA Fee
A percentage of the Work Fees shall be paid to Task App as a transaction fee. This "VA Fee" shall be deducted from the payment made by a Business Owner to VA. The VA Fee percentage is determined by Task App and is subject to change at our discretion.

Business Owner Fee
A percentage of the Work Fees shall be paid to Task App by the Business Owner as a transaction fee. This "Business Owner Fee" shall be added to the payment made by the Business Owner to VA. The Business Owner Fee percentage is determined by Task App and is subject to change at our discretion.

Task App Transaction Fees for a Project or Task shall be payable irrespective of whether a Project or Task is completed to the Business

Owner's satisfaction.
You acknowledge, understand and agree that these Terms contain provisions which require that Task App Transaction Fees be paid for all work undertaken by VA for Business Owners introduced through the Service, irrespective of whether those parties remain Users.

5.5 Payment of Work Fees and Task App Fees

For Projects or Tasks, Users are required to process all payments (i.e. the payments from a Business Owner to VA, the total of which comprise Work Fees) through the Service. Our community manager will assist in coordination of the payment process once Business Owners and VAs have agreed terms for a Project or Task. Task App will disburse Work Fees in accordance with the instructions of Business Owners (and, where applicable, VAs). By using the Service, you authorize Task App to manage process Task App Fees by deducting amounts from Work Fee payments for your Project or Task. You also authorize Task App to process payments for any work undertaken with parties to whom you were introduced through the Service. In cases of fraud, abuse or violation of these Terms, Task App reserves the right to setoff against any amounts due to you through the Service any damages or costs the Company incurs as a result of such fraud, abuse or violation.
In the case of a Placement, you will pay the hired worker(s) through your company, and any Placement Fees will be invoiced to your company by Task App and payable within fourteen (14) days of receipt of such invoice.

Please note the non-circumvention and disintermediation provisions in these Terms. Any violation of these Terms where you encourage or solicit any payments between Users outside of the Service is a breach of these Terms and will result in additional Fees being charged and liquidated damages being payable by the parties in breach.

Failure to pay VAs through the Service in accordance with an agreed payment schedule may result in the offending User(s) being removed from the Service and additional enforcement proceedings.

We do not hold funds on a Business Owner's behalf for more than thirty (30) days. Any payments made to Task App which are not applied to a Project, Task or released to a Business Owner within ninety (90) days of being paid to Task App shall be considered abandoned "Abandoned Funds". Abandoned funds shall become the property of Task App ninety (90) days after being paid to Task App, with no refunds permitted or other application to existing or future Projects, Tasks or other Business Owner spend through Task App under any circumstances. For the avoidance of doubt, Abandoned Funds are the property of Task App and cannot be used for future credit through Task App or any other purpose.

5.6 Taxes

Task App is a third party processor. Pursuant to Section 6050W of the Internal Revenue Code, we will provide a 1099-K form to the Internal Revenue Service for any VA based in the United States who is paid over $20,000 through the Service and participates in over 200 Projects or Tasks in a calendar year.

Other than as stated above, Task App has no responsibility for determining whether Users are required to submit tax forms. Task App will not (except as stated above) issue tax forms, and is not responsible for determining, remitting or withholding any taxes applicable to Work Fees and other Fees under the Service. You will be solely responsible for determining, remitting, or withholding any taxes applicable to Work Fees and other Fees under the Service, and you will be solely responsible for determining whether you are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable. You are also responsible for the filing of any such tax forms and remitting any such taxes or charges to the appropriate authorities.

6. INTRODUCTIONS, NON-CIRCUMVENTION AND AUDIT RIGHTS

6.1 Obligation to Use the Service
To ensure that the Service functions as intended, when Users are introduced to each other through the Service, they agree that they must follow our Project or Task and payment procedures and terms.

From the moment you register as a User and for twelve (12) months after you terminate these Terms, or your account is suspended or deactivated, you agree not to:

Enter into agreement to become an employee of another User or other party to whom you were introduced through the Service;
Enter into an agreement to provide services for another User, User company, any affiliates (whether individually or through engagement of a third party or other entity), or other party, where you and the other User(s) or other party have been introduced through the Service; or  
Approach, solicit, induce, entice, offer to perform services, receive services, consult with or for, or otherwise be engaged for reward (directly or indirectly) with any User introduced through the Service, in any other way than through the Service, without complying with the Project or Task payment processes and procedures, payment of Task App Fees, and other applicable clauses of these Terms.

6.2 Disintermediation
You agree to use the Service as your exclusive method to engage with other Users and parties to whom you were introduced through the Service, unless Task App agrees in writing.

You agree not to provide or receive services with or from other Users (or other parties to whom you were introduced through the Service) without processing all payments for work with those Users/parties and without engaging each other through the Service. We call this "disintermediation". Not only can it result in you and your company being permanently banned from Task App, it means you are not protected by the Service's features and will be liable to Task App for Fees, liquidated damages, and other enforcement action.  

These obligations apply regardless of whether or not you and the other User(s) or parties had worked together previously or had any prior relationship.

Any action encouraging or soliciting payments outside of the Service is a violation of these Terms. You must notify us immediately if you are approached to perform or receive services outside of the Service. You also agree to accurately report all amounts paid between you and other parties introduced to you through the Service (whether Users or otherwise). Even if you have already engaged, contracted or retained a User or other such party outside of the Service, you must notify us in writing that this has occurred. You must also notify us if another User or party to whom you were introduced through the Service proposes making payments outside of the Service. Your failure to notify us may result in us enforcing our rights under these Terms, and you and your company being permanently banned from Task App.

6.3 Audit Rights  
You acknowledge that an important part of maintaining the integrity of the Service is ensuring that Task App can enforce its rights in relation to exclusivity and non-circumvention of the Service.

You agree to:

create and maintain records to document satisfaction of your obligations under these Terms, as well as any contract for services that you enter; and provide copies of such records to Task App upon request.  

Furthermore, you agree (whether or not registered with the Service) to maintain such records for a period of three (3) years following termination of the Terms, or suspension or deactivation of your account.

Task App, and any third party engaged by Task App (inclusive of its advisors and agents) shall have the right to routinely, up to a maximum of three (3) occasions annually, audit a User's operations and financial records to the extent required to confirm compliance with the Terms. Such audit rights extend to both Business Owners and VAs, whether or not they continue to maintain a Task App account. Audit rights shall last for a period of three (3) years following the termination of the Terms, or suspension or deactivation of your Task App account.

Nothing in this clause should be construed as providing Task App with the right or obligation to supervise or monitor the activities of services performed by Users, or former "Users" of the Service, as the case may be.

6.4 Additional Fees
You agree that if Task App discovers under an audit in accordance with clause 6.3 or other means, that you have breached the Fee payment obligations of these terms, and that we are owed Fees by you under these Terms, we shall invoice you, and you agree to pay, as liquidated damages in respect of such breach:  

Fees equal to twice (2x) the Task App Fees payable that you would otherwise have been required to pay if you had complied with your Fee payment obligations through the Service; and
All of our reasonable expenses (legal, accounting, advisor and otherwise) in recovering any amounts owed to Task App under this clause,
(constituting a "Fee Event").

In addition, you agree that Task App shall be entitled to interest of ten percent (10%) per annum for all Fees owing under a Fee Event, or the maximum interest allowed under the applicable state law, calculated from the earlier of (i) the date any qualifying service commenced and (ii) the date of termination of the Terms or suspension or deactivation of your Task App account (if applicable).

You acknowledge and agree that amounts payable under a Fee Event are not a penalty, but rather a reasonable measure of damages payable to Task App. You agree that the foregoing is in addition to all other remedies Task App may have against you for any such breach, including remedies under law and equity.

Any parties subject to a Fee Event shall be permanently banned from the Service, unless otherwise agreed in writing by Task App. A Fee Event shall apply to all parties the subject of a transaction constituting a Fee Event, irrespective of whether they are, at that time, a User of the Service.

6.5 Summary
For the avoidance of doubt, in relation to this clause 6:

You accept and acknowledge that your obligations under these Terms, including this clause (around introductions, non-solicitation and audit rights) are reasonable in every respect.  
You will continue to use Task App to process payments for Projects, Tasks and other work undertaken by parties introduced to you through the Service.
It is immaterial whether you continue to be a registered User of the Service and subsequently engage a User (Business Owner or VA) or former "User" outside of these Terms. The intention of these Terms are that you are required to continue to use Task App for twelve (12) months following termination of your account where you seek to engage or contract with parties or Users or other parties introduced to you through the Service.
Task App does not need to suffer or prove any demonstrated loss before enforcing its rights under the Terms.
After the aforementioned twelve (12) month period has ended, you are free to deal directly with parties or Users that you have been introduced to outside of the Service and independently from these Terms.

7. WARRANTY DISCLAIMER

7. WARRANTY DISCLAIMER
Task App facilitates the provision of options for Projects, Tasks, Quotes, Business Owners and VAs. Those options are by no means exhaustive as to what exists in the market that you operate within. 

We provide access to technology, relationships and payment processing. The decisions relating to work, however, are solely up to you.

We do not:

Decide who you should work, partner or undertake a Project or Task with.
Make any decisions relating to agreements that you enter into.
Have any role to play in the execution of work relating to your project or task.
Make representations as to the suitability of our technology or the connections made herein, for you, your business or your project's or task's needs.
Take into account any Business Owner or VA's individual circumstances when providing the Services.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. NOTHING IN THE SERVICE CONSTITUTES PROFESSIONAL OR OTHER ADVICE, NOR ADVICE IN RELATION TO THE SUITABILITY OF A BUSINESS OWNER OR VA OR ANOTHER PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ROBOTS&VAS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT WE WILL PRESERVE OR MAINTAIN USER INFORMATION WITHOUT LOSS; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

ROBOTS&VAS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND TASK APP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY PROJECT, TASK OR OTHER WORK BETWEEN BUSINESS OWNERS AND VAS OR ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. THROUGH YOUR USE OF THE SERVICE, YOU MAY HAVE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH USERS AND THIRD PARTIES. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY PRODUCTS OR SERVICES OFFERED BY ANY USER OR THIRD PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE AND/OR SERVICE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES, MAINTENANCE AND DELIVERY TERMS RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OR PURCHASER OF SUCH PRODUCTS AND SERVICES AND YOU. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, WITH ANY USER OR THIRD PARTY AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A USER OR THIRD PARTY IS PROVIDED SOLELY BY SUCH USER OR THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

The Service is controlled and operated from facilities in the United States. Task App makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own discretion and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

The Service may be subject to delays, limitations and other problems relating to the use of internet and electronic communications. Task App is not responsible for any delays, delivery failure or other damages whatsoever resulting from such internet, technology or electronic communications problems.

8.1 User Content
The Service allows Users to post content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service "User Content"). The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Task App has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

You agree not to post User Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; (c) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (d) may constitute or contribute to a crime or tort; (e) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (f) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (g) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (h) contains any information or content that you know is not correct and current.

You also must not:

Undertake any conduct which interferes with or disrupts the operation of the Service, or the businesses of Business Owners and VAs;
Uses the information or details of other Users in a manner not expressly authorized by those Users, or the Service;
Copy, collect, save information about other Users except for the purpose of completing a specific Project or Task;
Sell, redistribute, or use information you access through the Service for a commercial purpose without the prior written consent of Task App; Market goods or services directly to other Users in a manner not contemplated by these Terms;  Introduce any malicious code or other program (including viruses, Trojan horses or worms) which may damage the Service, or the computers or services of another User or third party; Stalk, harass or otherwise intimidate anyone; Breach the trademark, copyright, patent or intellectual property rights of any party; Make any misleading or deceptive statement, act, or omission through the Service or otherwise; Impersonate anyone or create a fictitious person or pseudonym/alternate identity; Attempt to disassemble, decompile, decipher or otherwise reverse engineer the Service (including any software or code comprising the Service); Link any external website through your User Content or any Project, Task or Quote, or any other feature of the Service, unless we have otherwise given you our prior written consent. Undertake any activity which is considered, or is similar to, spam, unsolicited mass email; and Distribute or publish any content, information or part of the Service on any publicly accessible electronic network, including any online (worldwide web/internet) site, social media site, or any broadcast or publicly available forum.
You agree that any User Content that you post does not and will not violate third party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Task App reserves the right, but is not obligated, to reject and/or remove any User Content that Task App believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.

Task App does not, nor are we under any obligation or duty to you or anyone else, to review, consider, monitor, evaluate, censor or remove any User Content. Task App does not have (and expressly disclaims) any liability in connection with the User Content.

For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

8.2 Representations and Warranties in Relation to User Content
In connection with your User Content, you affirm, represent and warrant the following:

You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
Your User Content and Task App's use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.  
Task App may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. Task App takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Task App shall not be liable for any damages you allege to incur as a result of User Content.
Your User Content is not misleading, deceptive or materially inaccurate in any way. Information that you provide in relation to the services being sought, as well as Project, Task and Quote details, are accurate and will assist other Users in participating in the Service.
Task App reserves the right to keep User Content posted on the Service indefinitely unless otherwise removed by a User. You acknowledge and agree that Task App may preserve and/or disclose your User Content if required to do so by law, or if it believes in good faith that such preservation or disclosure is reasonably necessary to ensure compliance with and/or enforcement of these Terms, or to comply with any applicable law or government request.  

Task App is not responsible for any advice, opinions, statements or representations made by Business Owners (in relation to Projects or Tasks) or VAs in relation to their skill, quality of work or ability to complete a Project or Task. Task App shall have no liability in relation to your communications and other interactions with any User. We do not endorse any User Content nor any communications or other interactions with or information provided by any other User.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER CONTENT. TASK APP SHALL NOT HAVE, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO YOU IN RELATION TO ANY USER CONTENT OR OTHER MATERIAL ACCESSED THROUGH THE SERVICE. TASK APP CAN NOT GUARANTEE, AND MAKES NO REPRESENTATIONS IN RELATION TO, THE COMPLETENESS OR ACCURACY OF ANY USER CONTENT OR OTHER MATERIALS ACCESSED THROUGH THE SERVICE.

IN RELATION TO YOUR USER CONTENT, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, AND AGREE TO INDEMNIFY TASK APP, AND KEEP US INDEMNIFIED, FOR AND AGAINST ALL CLAIMS, COSTS, DAMAGE LOSS OR LIABILITY THAT MAY ARISE IN CONNECTION WITH YOUR USER CONTENT. TASK APP WILL NOT BE LIABLE FOR THE DELETION, LOSS, OR MODIFICATION (WHETHER AUTHORIZED OR NOT) OF YOUR USER CONTENT. YOU ARE NOT PERMITTED TO USE ANY USER CONTENT OR CONTENT OTHERWISE ACCESSED THROUGH THE SERVICE FOR ANY PURPOSE OTHER THAN THE INTENDED USE OF THE SERVICE.

8.3 User Content License Grant
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Task App a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Task App's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.

8.4 Our Proprietary Rights  
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Task App Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Task App and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Task App Content. Use of the Task App Content for any purpose not expressly permitted by these Terms is strictly prohibited.

The Task App Content may not be used to disparage Task App, any Users, any applicable third party or the Service, nor shall they be used in any manner that may damage any goodwill of the Task App Content. Use of any Task App Content as part of a link to or from any site is prohibited unless establishment of such link is approved in advance by Robots&VAs in writing.

You are not permitted to use or display any of the marks featured in the Service, whether trademarked or not, without first obtaining the express written consent of the owner of the marks. Task App is the owner of the 'Task App' logo, marks and brand.  

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Task App under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Task App does not waive any rights to use similar or related ideas previously known to Task App, or developed by its employees, or obtained from sources other than you.

9. ACCOUNT DETAILS AND SECURITY

8. SERVICE CONTENT AND PROPRIETARY RIGHTS

You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access through the Service, and to update this information to maintain its truthfulness, accuracy and completeness. Task App makes no warranties about any of your information, either to you, Users or third parties. You cannot register for more than one User account without express written permission from Task App.

You must keep your User account username and password secure and not disclose your details to any other person. We encourage and may require you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Task App immediately of any breach of security or unauthorized use of your account at hello@taskapp.ai. You (and where relevant, your employer) are responsible for all activity that occurs in your account. Task App will not be liable for any losses caused by any unauthorized use of your account.

Your User account is for your individual use only. You may never use another User's account, nor authorize others to use your account, nor assign or otherwise transfer your account to any other person or entity. You are solely responsible for the activity that occurs on your account.

In the event you use your account as a company account, your employer will be responsible for the security of your password. All activities that occur in all accounts shall bind the company that you, as a User, represent. If you do not have this authority, do not use the Service.

10. EMAIL AND TELEPHONE CONSENT

By providing Task App your email address, you consent to our using your email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special promotions. If you do not want to receive such email messages, you may opt out or change your preferences by contacting us at hello@taskapp.ai. Opting out may prevent you from receiving email messages regarding updates, improvements, or special promotions. You cannot opt out of service-related communications without deactivating your Task App account, and even then we may contact you for Service-related purposes. You may deactivate your Task App account at any time by emailing hello@taskapp.ai.

By submitting your telephone information, you consent to being contacted on the telephone by text message or calling at the number(s) that you have provided, irrespective of whether they appear on a 'Do Not Call' list.

11. PRIVACY

We care about the privacy of our Users. Your registration and use of the Service is conditional upon you agreeing and complying with our Privacy Policy. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States, as well as outside the United States, as contemplated by our Privacy Policy.

Should you have any questions relating to your privacy as a User of the Service, please review our Privacy Policy.

12. CONFIDENTIAL INFORMATION

In using the Service, you will be granted access to information belonging to Business Owners or VAs which is confidential. "Confidential Information" shall include information relating to the Business Owner and VA relationship, as well as information relating to the Task App Service, as identified below.

12.1 Business Owner and VA Confidential Information
Information shared between the Users relating to: the identity of a Business Owner or VA; the business, Project, or Task of a Business Owner; the business of VA; work produced for a Business Owner by VA; nonpublic or proprietary information; or
information which, in the ordinary course of business, would be considered as, or is marked "confidential"
shall be classified as "Confidential Information" and must remain confidential at all times unless otherwise provided for in these Terms or agreed between Users.

12.2 Task App Confidential Information
All information which you receive access to through the Service relating to the Task App Service, our business, personnel, activities, other Users, and any information marked as "confidential" or which in the ordinary course of your relationship with Robots&VAs would be considered confidential, shall be classified the "Confidential Information" of Task App and must remain confidential at all times unless otherwise provided for in these Terms.

12.3 The Form of Confidential Information
The form that Confidential Information shall take includes (but is not limited to): documents, conversations, communications, online content and information created, received, produced or obtained through the Service or Business Owner-VA relationship, including through any employees, contractors, agents and representatives of either party.

12.4 How to Treat Confidential Information
Information that you receive through the Service classified as Confidential Information shall be treated confidentially by all Users. You agree not to disclose or to attempt to personally benefit from nonpublic or proprietary information of any User. The use of any such Confidential Information shall be restricted in accordance with these Terms until it has become publicly available through no action of your own.
To the extent a User provides Confidential Information to another User, the recipient shall protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care.
Any use of Confidential Information relating to a User, a Project, or a Task is a matter for Business Owners and VAs to agree. We recommend the use of non-disclosure agreements to protect Confidential Information while communicating with Users through the Service and negotiating terms.

As a User of the Service, you agree that in relation to Confidential Information, you shall abide by your obligations to:
Treat information confidentially; Not disclose Confidential Information or use it for your own benefit; Restrict its use to purposes permitted by the discloser until it becomes publicly available; Use commercially reasonable efforts to protect the Confidential Information of other Users and Task App; and Follow the processes within these Terms relating to the disclosure of Confidential Information.
Breach of these obligations to protect Confidential Information may result in your immediate removal from the Service and may expose you to further action from Task App and/or other Users.

In the event of you becoming aware of a suspected or actual breach of the obligations in these Terms relating to Confidential Information, you agree to immediately notify Task App.

12.5 Return of Confidential Information
In circumstances where you choose to no longer to participate in the service, Task App is not responsible for the return of Confidential Information. Task App recommends that Users include terms in any agreement or during the Quote process, requiring that Users protect Confidential Information and return it once no longer being used as intended by the disclosing party.

12.6 Disclosure Compelled by Law
In circumstances where you are legally required to disclose Confidential Information, you shall, at first instance, inform the third party who disclosed and/or owns the Confidential Information of the requirement to disclose as soon as reasonably practicable and liaise with that party prior to disclosing any Confidential Information. Failure to do so shall be considered a breach of these Terms.

12.7 Disclosure of Confidential Information by Task App
Task App may be required to disclose Confidential Information to parties in order for the Service to operate as intended. To find out more about how we share information, please review our Privacy Policy. If you have any questions, please contact us at hello@taskapp.ai.
Task App takes no responsibility for the sharing and use of your Confidential Information as a part of the Service.

13. LINKS TO EXTERNAL WEBSITES

USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
UNDER NO CIRCUMSTANCES SHALL TASK APP BE RESPONSIBLE FOR, AND YOU AGREE THAT WE WILL HAVE NO LIABILITY IN RELATION TO, YOUR USE AND CONDUCT IN CONNECTION WITH THE SERVICE, OR ANY OTHER PERSON'S USE OR CONDUCT IN CONNECTION WITH THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TASK APP, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTRACTS, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE, WHETHER IN TORT, CONTRACT OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL TASK APP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THE PROJECTS OR TASKS OF BUSINESS OWNERS OR THE SERVICES PROVIDED BY VAS, OR ANY THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR IN CONNECTION WITH CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE SERVICE. TASK APP SHALL NOT BE LIABLE AS TO THE QUALITY OR CAPACITY OF BUSINESS OWNERS OR VAS, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS OR ACCURACY OF ANY REPRESENTATIONS MADE BY A USER OF THE SERVICE, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY USER OF THE SERVICE, INCLUDING BUT NOT LIMITED TO A USER PROVIDING A QUOTE THROUGH THE SERVICE.
ANY DECISIONS YOU MAKE AS A USER OF THE SERVICE OR IN CONNECTION WITH THE SERVICE, WHETHER DIRECTLY OR INDIRECTLY, ARE SOLELY YOUR RESPONSIBILITY. TASK APP WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USER, WHETHER BUSINESS OWNER OR VA OR ANY OTHER THIRD PARTY, AND YOU EXPRESSLY WAIVE AND RELEASE TASK APP FROM ANY AND ALL LIABILITY IN RELATION TO YOUR USE OF THE SERVICE AND ANY INTRODUCTIONS MADE BY TASK APP. THE PERFORMANCE OF AGREEMENTS INITIATED AS A RESULT OF INTRODUCTIONS MADE THROUGH THE SERVICE ARE SOLELY THE RESPONSIBILITY OF THE PARTIES THERETO, AND BY REGISTERING FOR THE SERVICE, YOU UNDERSTAND THAT TASK APP HAS NO LIABILITY WHATSOEVER IN RELATION TO THE PERFORMANCE OR FAILURE TO PERFORM UNDER ANY SUCH AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TASK APP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL TASK APP, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU MAY HAVE PAID TO TASK APP HEREUNDER OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY CLAUSE APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TASK APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED REPRESENTATIONS WHICH, BUT FOR THESE TERMS, MIGHT APPLY IN RELATION TO YOUR USE OF THE SERVICE.

The Service may contain links to User and third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Task App. Task App does not endorse or assume any responsibility for any User or third party sites, information, materials, products, or services, nor do we have any control over such sites. If you access a User third party website from the Service, you do so at your own risk, and you understand that this Agreement and Task App’s Privacy Policy do not apply to your use of such sites. You expressly relieve Task App from any and all liability arising from your use of any User or third party website, service, or content. Additionally, your dealings with or participation in promotions of Users or advertisers found on the Service, including payment and delivery of good and services, and any other terms (such as warranties) are solely between you and such Users or advertisers. You agree that Task App shall not be responsible for any loss or damage of any sort relating to your dealings with such Users or advertisers.

15. INDEMNIFICATION

14. LIMITATION OF LIABILITY

You agree to indemnify and hold harmless Task App, its related entities, and its affiliates, officers, employees, representatives and agents (each an "Indemnified Party") from any and all claims, actions, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to:

1. Your use of the Service;
2. Your User Content;
3. Any breach by you of these Terms; and
4. Any work, services or any other matter for which you are responsible under a relevant service agreement relating to a Project, Task or Quote.

If you are involved in a Project or Task, you also agree to indemnify and hold harmless the Indemnified Parties in relation to all claims, liabilities, losses, settlements, costs, taxes, levies, charges and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to payments made (or owed) between Business Owners and VAs. For the avoidance of doubt, such obligations are a matter for those Users, and not Task App.

16. DISPUTE RESOLUTION

16.1 Contacting Task App

For any dispute with Task App, you agree to first contact us at hello@taskapp.ai and attempt to resolve the dispute with us informally.

16.2 Binding Arbitration

In the unlikely event that Task App has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Task App claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Those rules can be found at www.adr.org.

Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, Intellectual Property Rights, or other proprietary rights.

16.3 Location and Fees

The arbitration will be conducted in New York County, New York, unless you and Robots&VAs agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Individual Basis: Class Action and Jury Trial Waivers

YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TASK APP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.5 Enforcement

Any judgment on the award made by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.

16.6 Invalidity

In the event that a court of competent jurisdiction finds the above arbitration provisions invalid or inapplicable, you and Task App each agree to the exclusive jurisdiction of the Federal and State Courts located in Santa Barbara, CA. You and Task App each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any applicable dispute or claim.

16.7 Opting Out and Survival

If you do not wish to arbitrate disputes with Task App and you are an individual, you may opt out of your agreement to arbitrate by emailing hello@taskapp.ai within thirty (30) days of the first of the date you access or use the Service. This dispute resolution clause shall survive termination of the Terms and/or suspension or deactivation of your Task App account.

17. GENERAL

17.1 Assignment
Task App may assign these Terms, any rights or obligations, and licenses granted hereunder without restriction. You may not transfer or assign these Terms, rights and licenses granted hereunder without the express written consent of Task App. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

17.2 Entire Agreement
These Terms and any schedules or Policies incorporated herein constitute the entire agreement between you and us in relation to their subject matter and cancel and supersede any prior contemporaneous discussions and content of communication between us. You acknowledge that you have not relied on any representations by us entering this agreement, except those contained in these Terms.

17.3 Continued Application
Even if you are no longer using the Service or deactivate your account or if we terminate your account, these Terms will continue to apply as intended.

17.4 Additional Agreements
Business Owner and VA Users may enter into additional, supplemental or other agreement they deem appropriate (for example, confidentiality agreements, contractor or work for hire agreements, assignment of rights, etc.) but under no circumstances will Task App be a party to those agreements, except executed in writing by an authorized representative of Task App. Furthermore, these Terms will govern and supersede any term or condition in an additional agreement between Users that seeks to expand or restrict Task App's rights under this Agreement. Additionally, you are required to report to Task App any attempt by a User to contract outside these Terms.

17.5 Governing Law
The Service is based in the State of New York, USA. These Terms shall be governed by the laws of the State of New York and any controversy, dispute or claim arising out of relating to these Terms will be governed by those laws of that state, without regard to its conflict of law provisions, and noting the dispute resolution procedure in clause 16 of these terms.

17.6 Notices and consent to electronic notice
You hereby provide us with consent to use electronic means to deliver any notices pursuant to these Terms. Task App may provide notice by email (using the email address that you provide when registering your account); and/or by posting on the Task App website. You may provide notice to us only in writing, either delivered personally or sent by certified mail to:

© 2024 Adaya AI Inc. 
DBA: Task App
4660 Via Huerto
Santa Barbara, CA
93660

17.7 No waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

17.8 Using automated tools on the Service
The use of any content scraping, crawling or spidering tools on the Service and any associated websites is prohibited, with the exception of by search engines for indexing purposes. Unauthorized links to Task App and the Service is strictly forbidden.

17.9 Variation
Any modification or amendment to these Terms shall not be binding unless approved and signed in writing by an authorized representative of Task App.

Any legislation (present or future) which operates to vary an obligation or right, power or remedy of a person in connection with these Terms shall be excluded to the extent permitted by law.

17.10 Severability
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force to give maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of a provision of the Terms in a particular jurisdiction shall not in any way affect the legality, validity or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

17.11 Cumulative Rights
The rights, powers and remedies provided to us in these Terms are cumulative and not exclusive of the rights, power or remedies provided by law independently of these Terms.

18. CONTACT

Please contact us at hello@taskapp.ai with any questions regarding these Terms.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR RECORDS.

Last Updated: May 1, 2024

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