HUMAN GUIDANCE

The Power of Experience

Last Updated: 2019-12-9

Effective Date: 2019-12-9

TASKHUMAN AMBASSADOR TERMS

TaskHuman would like your assistance in promoting TaskHuman’s platform and services via your social media accounts, websites, blogs and other digital properties (“Ambassador Properties”). TaskHuman hereby appoints you as its ambassador on a non-exclusive, non-employee basis to endorse and promote its platform and services to your digital audience.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND TASKHUMAN HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST TASKHUMAN TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. 

MODIFICATION OF TERMS, GUIDELINES, & PROGRAMS

TaskHuman would like your assistance in promoting TaskHuman’s platform and services via your social media accounts, websites, blogs and other digital properties (“Ambassador Properties”). TaskHuman hereby appoints you as its ambassador on a non-exclusive, non-employee basis to endorse and promote its platform and services to your digital audience.

TERMINATION

TaskHuman may suspend or terminate this agreement at any time by written or electronic notice. In the event of any termination or expiration of this Agreement, the following sections of this Agreement will survive and still apply:Dispute Resolution and Arbitration Agreement, Limitation of Liability, Disclaimers, Indemnification, Confidentiality, Warranties, Relationship between you and TaskHuman, Intellectual Property, Waiver, Severability and Survival, Non-Disparagement and Entire Agreement.

ELIGIBILITY

This agreement may only be used by individuals who can enter into legally binding contracts. The Ambassador Program is not available to individuals under the age of eighteen (18) or who have not reached the age of majority in their state of residence. By becoming an Ambassador you represent and warrant that you are at least eighteen (18) years old, you have reached the age of majority in your jurisdiction of residence, you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.

WARRANTY

You represent and warrant that: (a) you are not precluded to enter this Agreement by an existing agreement with a third party; (b) all information provided by you to TaskHuman is correct, accurate, and current; (c) your Digital Content shall be your original work, you are the exclusive owner of your Digital Content, and your Digital Content does not infringe, misappropriate or violate a third party’s intellectual property rights or rights of publicity or privacy; (d) you shall comply with all Applicable Laws, and (e) you have the right to grant all of the licenses set forth under this Agreement, without TaskHuman incurring any third party obligations or liability arising out of its exercise of the rights granted by you under this Agreement.

COMMUNICATIONS

By becoming an Ambassador, you agree to receive communications from us and our representatives, including via e-mail, video call, chat, text message, calls, and push notifications. You agree that texts, calls or other types of prerecorded messages may be generated by automatic telephone dialing systems or other automatic communication systems. Communications from TaskHuman may include, but are not limited to: operational communications concerning your Ambassador account, updates concerning new and existing features on the TaskHuman Platform, communications concerning TaskHuman, and other communications. Standard text messaging, data, and voice charges applied by your cell phone carrier will apply.

RELATIONSHIP BETWEEN YOU AND TASKHUMAN

As a TaskHuman Ambassador, you acknowledge and agree that you and TaskHuman are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and TaskHuman expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and TaskHuman; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind TaskHuman, and you undertake not to hold yourself out as an employee, knowledge provider, or agent of TaskHuman.

NON-ASSIGNMENT, NON-DELEGATION, NO SUBCONTRACTING

You acknowledge and agree that you will not delegate, assign, or subcontract any of your duties under this agreement, without TaskHuman’s prior written approval.

EXCLUSIVITY

You agree that during the course of this Agreement, you will not undertake promotions for a competitor in the On-Demand Live Video 1:1 Wellness market.

LICENSE TO USE THE TASKHUMAN NAME

TaskHuman hereby grants you a personal, non-exclusive, non-transferrable, revocable limited license to use TaskHuman’s name on your Digital Properties until this agreement is terminated. You shall comply with all usage or branding guidelines relating to the usage of the TaskHuman name, that TaskHuman may provide or post from time to time.

LICENSE TO USE TASKHUMAN ASSETS

TaskHuman hereby grants you a personal, non-exclusive, non-transferrable, revocable, limited license to use TaskHuman created assets or jointly created assets on your Digital Properties until this Agreement is terminated. You shall not use these assets for any purpose other than promoting TaskHuman. You shall comply with all usage or branding guidelines relating to these assets that TaskHuman may provide or post from time to time.

AUTHORIZED LINKS

You may use Authorized Links with your Digital Content or TaskHuman assets we provide you on your Digital Properties. You shall not use the Authorized Links on any properties or with any content that are not your own. You shall not frame, minimize, remove, inhibit, or redirect a user from, the full and complete display of any webpage accessed by an end user after clicking on an Authorized Link. If TaskHuman requests that you remove an Authorized Link from your Digital Properties, you must comply with such request within twenty-four (24) hours.

ORIGINATION ACKNOWLEDGMENT

You understand that all promotions and the TaskHuman Platform that you promote as part of this Agreement are controlled by TaskHuman.

MARKETING COLLATERAL SUPPORT COSTS

TaskHuman will provide assets and product briefing materials to enable you to help promote TaskHuman. If you obtain employees or agents to help support your promotion of TaskHuman, you are solely responsible for these costs.

BRANDING GUIDELINES & ITEMS TO AVOID POSTING

You agree to abide by all guidelines set in the TaskHuman Branding Guidelines. (For example, all instagram posts should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.

PROGRAM RESTRICTIONS

You shall not (a) use scripts or disguised redirects to derive financial benefit from TaskHuman (b) distribute unsolicited advertising or mail messages, publish or distribute spam, unethical or unwanted commercial content, or engage in unlawful or objectionable acts (such as phishing, spoofing, transmitting computer worms, viruses, and other harmful code); (c) engage in any cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks, placing Authorized Links in banner ads, malware, or adware); (d) engage in keyword stuffing or similar activities in connection with the name, branded terms or trademarks (or any variations or misspellings thereof) of TaskHuman (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters); (e) bid or purchase the name, branded terms or trademarks (or any variations or misspellings thereof) of TaskHuman in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks, without prior express consent of TaskHuman; (f) use any meta tags or any other “hidden text” utilizing the name or trademarks of TaskHuman without our express written consent; (g) post any material that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (h) infringe on any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party; (i) violate Applicable Laws or otherwise engage in any illegal, manipulative or misleading activity; (j) use Authorized Links in any downloadable software application without TaskHuman’s prior written approval;(k) use cookies, web beacons, or other means to collect personal information from third parties in connection with your account.

LICENSE TO TASKHUMAN

You hereby grant to TaskHuman a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Digital Assets for any purpose, which include, but are not limited to, use in TaskHuman presentations, marketing materials, proposals, search results pages, and referral pages, and syndication on sites or applications owned or operated by TaskHuman or its partners. You further grant TaskHuman a non-exclusive, perpetual, worldwide, royalty-free license to use your name, images, and likeness for the purpose of promoting TaskHuman.

INTELLECTUAL PROPERTY OWNERSHIP

All intellectual property rights relating to TaskHuman shall be owned by TaskHuman absolutely and in their entirety. These rights include and are not limited to patents, trade secrets, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), logos and other similar rights wherever existing in the world together with the right to apply for protection of the same. For the avoidance of doubt, this includes any intellectual property jointly created by you and TaskHuman, created by you on behalf of TaskHuman or created by you for TaskHuman. You shall maintain all right, title, and interest in and to your digital assets and digital properties, including all Intellectual Property Rights therein.

FTC COMPLIANCE

You are solely for your Digital Content and your Digital Properties. You shall adhere to all applicable consumer protection laws and regulations, including, without limitation, Section 5 of the Federal Trade Commission Act, all endorsement requirements of the U.S. Federal Trade Commission (“FTC”) and the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising or other legal equivalents applicable to your jurisdiction. You shall include full, fair, and effective disclosures of the material facts relating to your relationship with TaskHuman. Your disclosure statement should be clear and concise. Since you are eligible to earn fees from your Digital Content and your Digital Properties relating to TaskHuman, your disclosure statement must state that we are compensating you for your review or endorsement. The reader must see both the disclosure and the review or endorsement at the same time. When you use Authorized Links, you must include a clear and conspicuous disclosure providing that you may earn fees in connection with your use of such links. You must use appropriate hashtags on your social posts (e.g., #taskhuman_ambassador). You shall immediately modify any Influencer Content and/or include the proper disclosures to comply with FTC Regulations upon notice. Failure to comply with this provision or a request to comply with FTC Regulations may result in termination of our relationship with you. For more information on how to comply with the FTC requirements, please see https://ftc.gov.

FEES

As an Ambassador you may be eligible to earn compensation resulting from a user clicking on the Authorized Links on your Digital Properties and then making a purchase, as determined by TaskHuman, in its sole discretion. The compensation shall be set forth in the Ambassador Fee Schedule, and such compensation is determined by the Ambassador Fee Schedule then in effect at the time of the consumer purchase. The Ambassador Fee Schedule is subject to change without notice at any time. Compensation will be determined solely by TaskHuman, and TaskHuman’s determination is final and binding on you even if you disagree with TaskHuman’s determination of the amount you are owed. TaskHuman reserves the right to withhold, offset any fees earned due to dispute, refunds, reversals, fraud or a default on payment by the Consumer. Fees based on purchases are not earned and do not become payable until payment is received by TaskHuman from the consumer.

FEE LIMITATIONS

You are not eligible to earn any additional compensation from the same consumer following the initial purchase. As an Ambassador you are not eligible to earn any compensation, where a consumer who has been directed to TaskHuman through your Authorized Link, has made a purchase after a period of ninety (90) days of downloading TaskHuman.

FEE INELIGIBILITY

TaskHuman shall not be liable for any payments on transactions that have not closed or on user accounts that have not been approved for payment. TaskHuman also reserves the right to deny payment for: (a) Actions resulting from any bot, automated program or similar device, as determined by the TaskHuman, in its sole discretion; (b) Actions generated through deceptive, abusive, fraudulent, or other invalid means, as determined by TaskHuman, in its sole discretion, including, without limitation, any Actions originating from your IP addresses or computers under your control; (c) Actions solicited by payment of money, false representation, or request for consumers to click on the Authorized Links; (d) clicks co-mingled with a significant number of invalid clicks described in (b) above; (e) your breach of this Agreement; (f) your violation of applicable national, federal, state, and/or local laws, statutes, rules, regulations and orders (collectively, “Applicable Laws”); and (g) if TaskHuman determines, in its sole discretion, that payment to you will violate Applicable Laws.

TAXES

You are solely responsible for paying any and all federal, state or local taxes imposed by any government entity in connection with any fees earned as a result of this Agreement. TaskHuman is not obligated to, but may deduct applicable taxes from any fees owed to you to the extent it is required by Applicable Laws.

PAYMENT PROCESSING

As a condition of TaskHuman enabling payment processing services, you agree to provide accurate and complete information about you and authorize TaskHuman to share such information with the third party payment processor for the purposes of facilitating the payment processing services. TaskHuman reserves the right to switch payment processing vendors in its discretion.

FAILURE TO PROVIDE INFORMATION FOR PAYMENT PROCESSING

Failure to provide the required information to enable payment processes shall be construed as a material breach of this Agreement by the Ambassador. The Ambassador has the right to cure the material breach of this Agreement within seven (7) business days, subsequent to receiving notice from TaskHuman. TaskHuman shall be relieved of all payment obligations under these terms, should the Ambassador fail to provide the required information within the cure period.

AMBASSADOR MARKETING OPPORTUNITIES

TaskHuman in its sole discretion, may provide you with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Marketing Opportunities”). Enrollment in any such Marketing Opportunities is voluntary. All benefits and responsibilities relating to Marketing Opportunities shall be governed by the terms and conditions of such Marketing Opportunities, and if you elect to enroll in such Marketing Opportunities, you agree to be bound by all such terms and conditions. If you enroll in Marketing Opportunities, you hereby agree and acknowledge that a breach of your obligations under such Marketing Opportunities will constitute a breach of this Agreement. TaskHuman reserves the right to change, suspend, or discontinue any aspect of any Marketing Opportunity at any time, including the availability of any Marketing Opportunity, and reserves the right to make Marketing Opportunities available only to select Ambassadors, and to remove you from any Marketing Opportunity at any time, in TaskHuman’s sole discretion.

CONFIDENTIALITY

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to TaskHuman’s business, operations and User information (“Confidential Information”) disclosed to you by TaskHuman for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any confidential information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of confidential information of TaskHuman in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to TaskHuman with regard to any confidential information which you can prove: was in the public domain at the time it was disclosed by TaskHuman or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of TaskHuman; becomes known to you, without restriction, from a source other than TaskHuman without breach of this Agreement by you and otherwise not in violation of TaskHuman’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to TaskHuman to enable TaskHuman to seek a protective order or otherwise prevent or restrict such disclosure.

NON-DISPARAGEMENT

You will not engage in any conduct that is disparaging or make any disparaging statements about TaskHuman or its Knowledge Providers. For the purpose of this Agreement, “disparaging” means a statement that denigrates the reputation or services of another. You also agree that you will not take any action that could be deemed to interfere with TaskHuman’s relationship with any TaskHuman Knowledge Provider, Customer or other Ambassador. Without limiting any other rights or remedies available to TaskHuman, violation of this provision may result in termination of this Agreement and of payments, as determined by TaskHuman, in its sole discretion.

FEEDBACK

At Taskhuman, we encourage feedback so we can constantly improve our branding efforts and ambassador program. When providing feedback, you agree that we are free to use the information provided without compensation or other legal or equitable obligation to you.

DISPUTE RESOLUTION & ARBITRATION AGREEMENT

Overview of the Dispute Resolution Process: TaskHuman is committed to participating in a friendly dispute resolution process. To that end, these Terms provide for a two-part process for disputes: (1) an informal negotiation directly with TaskHuman, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”). Pre-Arbitration Dispute Resolution and Notification: Prior to initiating an arbitration, you and TaskHuman each agree to notify the other party of the dispute and first attempt to negotiate an informal resolution of the dispute. We will contact you at the email address you have provided to us or you can contact TaskHuman by emailing us. If after a good faith effort to negotiate you or we feel the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

Arbitration Agreement

By agreeing to the terms, you agree that you are required to resolve any claim that you may have against TaskHuman on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against TaskHuman, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against TaskHuman by someone else.

Agreement to Binding Arbitration Between You and TaskHuman:

You and TaskHuman agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the TaskHuman Platform at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and TaskHuman, and not in a court of law.

You acknowledge and agree that you and TaskHuman are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and TaskHuman otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and TaskHuman each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law: The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.

The parties agree that the Arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules.

Location and Procedure: Unless you and TaskHuman otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and TaskHuman submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision: The Arbitrator will render a binding award within the time frame specified in the AAA Rules. If there is no appeal as stated below, the Arbitrator’s decision shall be final, binding, and conclusive on the parties and the judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will not be entitled to an award of attorneys’ fees and expenses, except to the extent required under applicable law or AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, TaskHuman agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

Appeals: At either party’s election and within 30 days of receipt of the arbitrator’s award, such award may be appealed to another arbitrator (“Appellate Arbitrator”). The Appellate Arbitrator shall apply the same standard of review as an appellate court in the same jurisdiction would apply to review the decisions of a trial court, and shall issue an opinion based on such review and law. The Appellate Arbitrator’s decision shall be final, binding, and conclusive on the parties and may be entered in any court of competent jurisdiction.

Fees: Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes: If TaskHuman changes these Dispute Resolution Provisions and Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing TaskHuman written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date of the updated agreement as shown on the TaskHuman Platform.

This written notice must be provided by email from the email address associated with your Account to: disputeresolution@taskhuman.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and TaskHuman in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival: If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

INDEMNIFICATION

You agree to release, defend (at TaskHuman’s option), indemnify, and hold the TaskHuman, our affiliates, subsidiaries, parents, successors and assigns, and each of our and their respective officers, directors, employees, agents, and shareholders. harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of this Agreement or TaskHuman’s policies, (ii) your improper use of the TaskHuman Platform or any Services, (iii) your improper use of TaskHuman’s digital assets or name (iii) your digital content and digital properties, (iv) any claim that your digital content or digital properties infringes on an Intellectual Property Right, privacy right, or publicity right of any third party,(v) your interaction with any User or Perspective User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, (vi) any claims or penalties with respect to withholding taxes imposed on TaskHuman by the relevant tax authorities with respect to any compensation paid to you, or (vii) your breach of any laws, regulations or third party rights.

DISCLAIMERS

The following disclaimers are made on behalf of TaskHuman, our affiliates, subsidiaries, parents, successors and assigns, and each of our and their respective officers, directors, employees, agents, and shareholders. THE TASKHUMAN PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE TASKHUMAN PLATFORM AND/OR THE SERVICES, INCLUDING THE ABILITY TO RECEIVE SERVICES AT ANY GIVEN LOCATION OR TIME. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. We do not warrant that your use of the TaskHuman Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the TaskHuman Platform will be corrected, or that the TaskHuman Platform is free of viruses or other harmful components. Furthermore, we do not warrant that your participation as an Ambassador will result in any minimum compensation or payment. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the TaskHuman Platform or Services.

LIMITATION OF LIABILITY

IN NO EVENT WILL ANY TASKHUMAN PARTIES BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE TASKHUMAN PLATFORM,AND SERVICE INTERRUPTIONS) ARISING OUT OF OR IN CONNECTION WITH THE TASKHUMAN PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TASKHUMAN’S TOTAL LIABILITY SHALL NOT EXCEED THE UNPAID AMOUNT EARNED BY YOU SUBJECT TO THE TERMS OF THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

CHOICE OF LAW

This agreement shall be governed by and construed in accordance with the laws of California, without giving effect to any conflict of law principles, except as may be otherwise described in the dispute resolution section of this agreement. This provision is specifically intended to specify the use of California law when interpreting this agreement. This provision is not intended to create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

WAIVER

A waiver of any terms of this Agreement will not be deemed a further or continuing waiver of such term or any other term. Taskhuman’s failure to assert a right under this agreement does not constitute a waiver of such right.

SEVERABILITY AND SURVIVAL

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

ENTIRE AGREEMENT

This Agreement sets forth the entire understanding and agreement between you and TaskHuman with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

CONTACTING TASKHUMAN

Feel free to contact us at ask@taskhuman.com