TaskHuman Customer Terms and Conditions
These Terms and Conditions, together with any associated Order Forms and any exhibits or attachments incorporated herein (collectively, the “Agreement”), are entered into by and between the customer identified on the Order Form that references these Terms and Conditions (“Customer”) and TaskHuman, Inc. (“TaskHuman). By signing an Order Form or submitting a purchase order that references these terms, Customer agrees to be bound by this Agreement. Any capitalized terms used but not defined in these Terms and Conditions shall have the respective meanings assigned to them in the Order Form. In the event of a conflict between these Terms and Conditions and any related Order Form, the terms of the Order Form will take precedence.
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 “Agreement” means these Terms and Conditions and any associated Order Forms.
1.2 “Authorized User” means each employee or other individual who is specifically authorized by Customer to access the Services described in the Order Form through the TaskHuman Application.
1.3 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.4 “Order Form” means an order form, purchase order, or invoice that references these Terms and Conditions and is signed or otherwise deemed accepted by both parties.
1.5 “TaskHuman Application” means the TaskHuman application available for iOS, Android, and/or as otherwise made available by TaskHuman that allows Authorized Users to access certain Services.
2. PROVISION OF SERVICES. Subject to Customer’s payment of the fees set forth in each applicable Order Form (“Fees”), TaskHuman will make available the services described on each such Order Form (“Services”) to Customer’s Authorized Users through the service end date specified in the Order Form. Customer acknowledges that Authorized Users will be required to download and install the TaskHuman Application and agree to TaskHuman’s standard terms of service and privacy policy (both available on the TaskHuman website and the TaskHuman Application) prior to accessing and receiving certain Services. Additionally, Customer acknowledges that Authorized Users may be required to download and install third-party software and/or applications to access the Services (“Third-Party Applications”) and agree to the standard terms of service for any such third-party provider, prior to accessing and receiving certain Services. TaskHuman may use the services of third-party coaches or other contractors to provide the Services. Customer is not granted any right to access the TaskHuman Application pursuant to this Agreement. Customer is responsible for the activities of all Authorized Users who access the Services and shall ensure that each Authorized User complies with the terms and policies described herein. TaskHuman assumes no responsibility or liability for or arising out of any violations thereof.
3. INTELLECTUAL PROPERTY
3.1 TaskHuman Ownership. The Services, the TaskHuman Application, any and all content provided as part of the Services, and all worldwide Intellectual Property Rights in any of the foregoing, are the exclusive property of TaskHuman and its suppliers. All rights in and to the Services and the TaskHuman Application and any and all content provided as part of the Services are reserved by TaskHuman and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the TaskHuman Application, or any part thereof.
3.2 Customer Content. In the event that Customer provides TaskHuman with any written materials, images, video or audio recordings, data, information, and/or other materials (“Customer Content”) for use in connection with the Services, Customer hereby grants TaskHuman a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or display the Customer Content as necessary to provide the Services requested by Customer. As between TaskHuman and Customer, Customer shall retain all ownership rights in the Customer Content. Customer is solely responsible for all Customer Content, and shall indemnify and hold TaskHuman and its directors, officers, agents, employees, and stockholders harmless against any claims arising out of or related to the Customer Content or TaskHuman’s authorized use thereof.
3.3 Feedback. Customer hereby grants to TaskHuman a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the TaskHuman Application any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including via Customer’s Authorized Users, relating to the TaskHuman Application. TaskHuman will not identify Customer as the source of any such feedback.
4. FEES AND EXPENSES. In consideration for TaskHuman’s provision of Services granted to Customer and its Authorized Users under this Agreement, Customer will pay to TaskHuman the Fees in accordance with the payment schedule set forth on the Order Form. If no payment schedule is specified, payment will be due in full net 30 from the Order Form Effective Date. The Fees are non-refundable and exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on TaskHuman’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees. Customer will make all payments of Fees to TaskHuman free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to TaskHuman will be Customer’s sole responsibility, and Customer will provide TaskHuman with official receipts issued by the appropriate taxing authority, or such other evidence as the TaskHuman may reasonably request, to establish that such taxes have been paid.
5. CONFIDENTIALITY AND PUBLICITY.
5.1 Confidential Information. Each party shall retain in confidence of any confidential or proprietary information disclosed by the other party under this Agreement (“Confidential Information”) and use or disclose such information only (a) for the purpose of performing its obligations hereunder, (b) to its representatives who have a need to know and are bound by written obligations of confidentiality that protect such information, or (c) with the prior written consent of the other party. This Agreement and the terms herein, including the pricing set forth on any Order Form, is the Confidential Information of TaskHuman. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party that: (i) is or becomes publicly known without breach of this Agreement; (ii) is discovered or created by the receiving party without use of, or reference to, the Confidential Information of the disclosing Party, as shown in records of the receiving Party; (iii) is otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) is required to be disclosed by law or court order; provided that the receiving party shall provide prompt notice thereof and reasonable assistance to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. For the avoidance of doubt, any access or program codes provided by TaskHuman to Customer to enable Authorized Users to access Services are the Confidential Information of TaskHuman, and Customer agrees to only distribute them to Authorized Users.
5.2 Publicity. Each party shall have the right during the Term to identify the other party as a customer or provider (as applicable) on such party’s internal and external websites, and (a) with respect to TaskHuman, in TaskHuman’s marketing materials, customer lists, and similar communications, and (b) with respect to Customer, in benefits-related materials and other materials distributed to Customer’s employees and other Authorized Users for the purpose of promoting the Services and the TaskHuman Application.
6. DATA PROTECTION. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from Authorized Users and any other third parties, and has reserved all rights, in each case, as may be required under applicable law or otherwise for TaskHuman to use all Authorized User data to provide the Services as contemplated in the Agreement. To the extent Customer delegates the processing of personal data to TaskHuman as part of the Services, Customer can request an executable copy of its Data Processing Agreement (“DPA”). If the Parties have executed a DPA, the terms of that DPA are hereby incorporated into, and form a binding and effective part of, these Terms and Conditions and the Agreement. The parties are also subject to the rights and obligations set forth under applicable data protection laws in relation to the processing of the Personal Data collected directly from users as independent data controllers.
7. WARRANTIES AND DISCLAIMERS
7.1 Limited Warranty. TaskHuman represents and warrants that TaskHuman will provide the Services in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies TaskHuman in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, TaskHuman will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform such obligations that gave rise to the breach.
7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE TASKHUMAN APPLICATION, ANY CONTENT PROVIDED AS PART OF THE SERVICES, AND ANY THIRD-PARTY APPLICATIONS ARE PROVIDED “AS IS,” AND TASKHUMAN MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
7.3 LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR DUE BY CUSTOMER TO TASKHUMAN DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR A BREACH BY A PARTY OF SECTION 7.
8. TERM AND TERMINATION. This Agreement will begin on the Effective Date of the first Order Form between the parties that references these Terms and Conditions and continue in full force and effect as long as any such Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Effective Date of the Order Form and continue in full force and effect through the service end date listed on the Order Form, or, if none is specified, for one (1) year, unless earlier terminated in accordance with the Agreement. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured for more than thirty (30) days after receipt by the other party of written notice of such breach. Upon termination or expiration of this Agreement for any reason: (a) each party shall, if requested in writing by the other party, have an obligation to promptly return or destroy all Confidential Information of the other party; and (b) any amounts owed to TaskHuman under this Agreement will become immediately due and payable. Sections 1, 3, 5, 6, 7.2, 7.3, 8, and 9 will survive expiration or termination of this Agreement or any Order Form hereunder for any reason.
9. MISCELLANEOUS. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Los Angeles County, California for any lawsuit filed there against Customer by TaskHuman arising from or related to this Agreement. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Except as otherwise provided herein, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, epidemic or pandemic, fire, earthquake, flood, failure of a third-party provider, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. All notices required or permitted under this Agreement must be delivered in writing, to the email address listed on the most recently executed Order Form; provided, however, that with respect to any legal notices, including those relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the most recently executed Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. Except as stated herein, this Agreement will supersede any conflicting terms of any purchase order or other Customer document. Any terms in any other Customer order, release, contract, or other communication that are additional to, different from, or inconsistent with the provisions of this Agreement will be deemed to be void and of no effect. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and TaskHuman.
