Last Updated: August 7, 2023
TaskHuman Coach Terms
[These terms apply to Coaches who contract with TaskHuman to provide their services on the TaskHuman Platform. For Mentor Coaches or other Third Party Coaches who are employed, contracted with, or otherwise affiliated with a TaskHuman Business Partner Organization, please see the applicable terms here.]
PLEASE READ THESE TERMS CAREFULLY.
These terms (the “Coach Terms”) are a legally binding contract between you (the “Coach” or “you”) and us (“TaskHuman”, “we”, “us”, or “our”). These Coach Terms describe our business relationship with individuals who contract with TaskHuman to provide coaching on the TaskHuman Platform or other services described in these terms. These Coach Terms, together with the TaskHuman Terms & Conditions and all other policies referenced in the Terms & Conditions or in these Coach Terms (each as may be amended from time to time), form the complete, legally binding agreement between you and TaskHuman (the “Agreement”). Any capitalized terms that are not defined in this document have the meaning assigned to them in the Agreement. This is a legal document, so some of the language is necessarily “legalese,” but we have tried to make it as readable as possible.
“Coach” means an individual who offers coaching services on the TaskHuman Platform or otherwise provides Services as described in these Coach Terms or any associated Statement of Work.
“Pay Rate” means the agreed upon rate of pay for the Services.
“Services” means coaching on the TaskHuman Platform or any other services described in a Statement of Work.
“Statement of Work” means a description of Services to be provided by a Coach that is agreed to by TaskHuman and the Coach and references these Coach Terms.
“TaskHuman Call” means a call made by a User to a Coach on the TaskHuman Platform for a consecutive duration and that relates to a single, specified topic.
Coach Relationship with TaskHuman
Subject to your continued compliance with the Agreement, TaskHuman will provide you access to the TaskHuman Platform to offer your Services.
As a Coach on the TaskHuman Platform, you acknowledge and agree that you and TaskHuman are in a direct business relationship, which 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 these Coach Terms. You have no authority to bind TaskHuman, and you will not hold yourself out as an employee, agent, or authorized representative of TaskHuman. You also acknowledge and agree that you are responsible for the following:
- Federal, State, and Local Taxes (as applicable);
- Complying with Federal, State, and Local rules which require a business permit, license, or certificate, mandated insurance, or professional bonding arrangement;
- Any expenses incurred as a result of providing Services; and
- Determining your time, schedule, and availability for providing Services.
You acknowledge and agree that you understand that TaskHuman will not:
- Obtain worker’s compensation insurance on behalf of any Coach;
- Provide any fringe benefits, including but not limited to vacation pay, sick pay, pension plan, or health plan;
- Withhold social security or medicare taxes from payments to any Coach or make such payments on behalf of any Coach;
- Withhold income tax or other taxes from payments to any Coach, except as legally required; and
- Provide any general liability or professional liability insurance coverage to any Coach.
TaskHuman does not, and shall not be deemed to, direct, supervise, monitor, or control you either generally or in your performance under these Coach Terms specifically, including in connection with your provision of Services or your acts or omissions. TaskHuman will not prescribe or specify the frequency, time, or physical location of your provision of Services, nor will it provide any materials (other than for purposes of marketing you as a Coach on the TaskHuman Platform), supplies, or equipment related to your duties under these Coach Terms. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities outside of TaskHuman.
You acknowledge and agree that you accept full responsibility and liability for the content of information you provide to other Users and any interactions you may have with Users. You acknowledge and agree that all Services you provide to TaskHuman will be performed by you. You will not delegate, assign, or subcontract any of your duties under these Coach Terms without TaskHuman’s prior written approval.
You acknowledge and agree that you may be subject to administrative, civil, and/or criminal penalties for your provision of Services or your acts or omissions that violate applicable federal, state and local laws and regulations.
Coach Representations, Warranties, and Agreements
By agreeing to provide the Services, you represent, warrant, and agree that:
- All Services will be provided in accordance with these Coach Terms, the Agreement, and the Coach Community Guidelines;
- You are knowledgeable regarding the subject matter you are agreeing to share;
- You will not provide any Services where you do not have the appropriate licenses, approvals, or authority to do so, and you will only conduct TaskHuman Calls related to skills that you have been approved to offer on the TaskHuman Platform;
- You will not provide Services relating to the practice of medicine and/or counseling care or that reasonably may be construed as such by a User. If a User solicits medical advice or counseling care, you must direct them to seek information from their physician or other qualified healthcare provider. Failure to do so is a violation of these Coach Terms and may subject you to administrative, civil, and/or criminal liability;
- You will use only the TaskHuman Platform to provide the Services and communicate with Users to whom you provide the Services;
- You will not use the Taskhuman Platform to advertise or solicit business outside of the TaskHuman Platform;
- You will not demand any cash or compensation directly from another User;
- You will not hold yourself out or represent yourself as an employee or agent of TaskHuman;
- You will conduct yourself in a manner that is truthful and respectful of other Users’ time and energy; and
- You agree that we may obtain information about you, including your criminal or professional/occupational records, and you agree to provide any additional authorizations necessary to facilitate our access to such records during the term of the Coach Terms.
These Coach Terms do not create an exclusive agreement between you and TaskHuman. Both parties will have the right to enter into similar agreements and provide similar services to and with other parties.
Modification of Terms
TaskHuman reserves the right to make changes to these Coach Terms (or any portion thereof, including any associated Statement of Work) at any time in our sole discretion. Any changes will be posted on the TaskHuman Platform, indicating the date on which the terms were last updated, and/or otherwise communicated to you in writing. Any changes will be effective upon the date of posting, unless explicitly stated otherwise. As long as you use the TaskHuman Platform and/or provide the Services, you are agreeing to these Coach Terms and any updates we make to them. If you disagree with the updated Coach Terms, you may terminate this agreement with immediate effect by discontinuing your use of the TaskHuman Platform and ceasing to provide the Services. Your continued use of the TaskHuman Platform and/or continued provision of the Services following the effective date of any modified terms indicates your acceptance of such modified agreement.
Marketing & Advertising
As a Coach, you acknowledge and agree that, for the mutual benefit of the parties, TaskHuman and its affiliates may feature you in marketing or advertising promoting TaskHuman, the TaskHuman Platform, and the services available on the TaskHuman Platform. You acknowledge and agree that such advertising and marketing does not entitle you to any additional payment beyond the amounts expressly specified in these terms.
Licenses to TaskHuman (USMA)
You hereby agree to the User Submissions Media Agreement, which shall form part of this Agreement between you and TaskHuman. This agreement contains specific terms relating to how TaskHuman may use content created and submitted by you to TaskHuman, including with respect to intellectual property rights, licenses, and publicity rights. It further allows TaskHuman to publicize and commercially use your name, likeness, image, appearance, voice, professional and personal biographical information, and personal characteristics that you have provided to us.
For purposes of this Agreement, “Prior Intellectual Property” shall include all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets which were made by you prior to the commencement of or independently of the performance of this Agreement, which belong solely to you or belong to you jointly with another, which relate in any way to any of TaskHuman’s current or proposed businesses, products, or research and development, and which are not assigned to TaskHuman hereunder. If, in the course of your relationship with TaskHuman, you incorporate any Prior Intellectual Property into any TaskHuman product, service, process, software, or other item of property, TaskHuman is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, use, sell, offer for sale, import, copy, modify, make derivative works of, and otherwise distribute such Prior Intellectual Property as part of or in connection with any product, process, software or other item of property.
You agree to promptly make full written disclosure to TaskHuman, and to hold in trust for the sole right and benefit of TaskHuman, and hereby assign to TaskHuman, or its designee, all right, title and interest throughout the world in and to any and all inventions, discoveries, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which you may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in performing the Services prior to and during the term of this Agreement (collectively referred to as “Intellectual Property”). Any assignment of Intellectual Property hereunder includes an assignment of all paternity, integrity, disclosure, withdrawal, special, and any other similar rights recognized by the laws of any jurisdiction or country (“Moral Rights”). To the extent such Moral Rights cannot be assigned to TaskHuman and to the extent the following is allowed by the laws in any country where Moral Rights exist, Coach hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the TaskHuman or related to TaskHuman’s customers, with respect to such rights. Your further acknowledges and agrees that neither your heirs nor successors-in-interest retain any Moral Rights in any Intellectual Property.
You agree to assist TaskHuman, or its designee, at TaskHuman’s expense, in every proper way to secure TaskHuman’s, or its designee’s, rights in the Intellectual Property and Moral Rights, including any patents, copyrights, trademarks, mask work rights, or other intellectual property rights relating thereto, in any and all countries, including the disclosure to TaskHuman or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, declarations, assignments, recordations, and all other instruments which TaskHuman or its designee deem necessary in order to apply for, obtain, maintain, enforce and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to TaskHuman or its designee, and any successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Intellectual Property and Moral Rights, including any copyrights, patents, mask work rights or other intellectual property rights relating thereto. You further agree that the obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world.
You agree that you will not bundle with or incorporate into any deliverables provided to TaskHuman herewith any third party products, ideas, processes, or other techniques or any Prior Intellectual Property, without the express, written, prior approval of TaskHuman. You represent and warrant that you have not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with your obligations under this Agreement. You will not knowingly infringe upon any copyright, patent, trade secret, or other property right of any former client, employer, or third party in the performance of any Services.
Statements of Work
TaskHuman may, from time to time, offer you engagements to perform Services with additional terms, which shall be covered by a Statement of Work. By providing any such Services, you agree to comply with any additional terms in the applicable Statement of Work, as they may be amended or modified from time to time in accordance with these Coach Terms. Any Statements of Work shall form a part of these Coach Terms and the Agreement. In the event of a conflict between the Coach Terms and a Statement of Work, the Statement of Work will govern.
Verification and Third Party Payment Processor
Prior to issuing any payments for Services, TaskHuman may require Coaches to meet certain conditions, such as completing a verification process. Failure to submit information necessary to complete this verification process and/or enable third-party payment processing will be a material breach of these Coach Terms. You have the right to cure this material breach of these Coach Terms within seven (7) business days, subsequent to receiving notice from TaskHuman. If you fail to provide the required information or otherwise fail to complete verification within the cure period, TaskHuman will be relieved of all payment obligations under these terms.
TaskHuman may use a third-party payment processor in order to pay you for Services. In order for TaskHuman to process payments, you agree to provide TaskHuman and/or the third-party processor with accurate and complete information about yourself and any business which you control, and you authorize TaskHuman to share any information with its third-party payment processor as necessary to facilitate the payment processing services. TaskHuman reserves the right to switch payment processing vendors in its sole discretion.
Payment for TaskHuman Calls
As a Coach, you are entitled to payment for each TaskHuman Call on which you provide coaching to a User (except those calls which are excluded, as described in these Coach Terms). The total payment for each TaskHuman Call will be determined by the actual duration (in minutes) of the call and the current call Pay Rate applicable to you at the time of the call. For the avoidance of doubt, the call duration will be rounded up to include the full minute of any partial minute spent on the call. Any payments will be subject to any applicable adjustments, settlements, and/or withholding as described in these Coach Terms.
As a Coach, you are not eligible to receive payment for any calls on the TaskHuman Platform that are related to support, product troubleshooting, product feedback, or marketing projects, or that you make as a User to another Coach. You are not eligible to receive payment for any calls that are not conducted on the TaskHuman Platform or such other platform expressly approved for use by TaskHuman, or that otherwise violate the Agreement, in TaskHuman’s sole discretion.
Payment for Other Services
Payment for any Services other than TaskHuman Calls will be payable as set forth in the applicable Statement of Work or as otherwise agreed between you and TaskHuman in writing. If no separate written agreement is in effect, you will be paid for any additional Services, in TaskHuman’s discretion, at the Pay Rate applicable to you at the time.
Adjustments & Settlements
TaskHuman reserves the right to adjust or withhold all or a portion of any payment owed to you (to the extent permitted by law), if (a) TaskHuman believes that you have attempted to defraud, abuse, or mislead another User, TaskHuman, or TaskHuman’s payment systems, (b) in order to resolve a User complaint, or (c) if you violate the Agreement, including, but not limited to, by providing Services relating in any manner to the practice of medicine and/or counseling care. TaskHuman shall have the sole discretion to adjust or withhold payment in any way it deems reasonable.
In the event that TaskHuman is required to withhold certain amounts as required by law, we will withhold certain amounts from any payments owed to you. Any amounts withheld will be clearly stated in your earnings summary.
All payments will be made in U.S. dollars, unless expressly stated otherwise.
Pay Rate Changes
Your Pay Rate for TaskHuman Calls and any other Services is subject to change at TaskHuman’s discretion. Any such changes will be communicated to you in writing or published on the TaskHuman Platform. By continuing to use the TaskHuman Platform and/or provide the Services, you are deemed to accept those changes.
Feel free to contact us at email@example.com any time with any questions or comments regarding these Coach Terms.