HUMAN GUIDANCE

Last Updated: 2019-04-11

Effective Date: 2019-04-11

The Power of Experience

TASKHUMAN TERMS OF SERVICE

These terms of service constitute a legally binding agreement (the “Agreement”) between you and TaskHuman, Inc. (“TaskHuman,” “we,” “us” or “our”) governing your use of the TaskHuman application, websites, technology platform, and related services (collectively, the “TaskHuman Platform”).

By entering into this Agreement, you expressly acknowledge that you have read and understand this Agreement and accept all of its terms and conditions without limitation or qualification. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the TaskHuman Platform.

DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS OR OTHER PROFESSIONAL SERVICE ADVICE. IT IS FOR INFORMATION ONLY. IF YOUR ARE EXPERIENCING AN EMERGENCY, PLEASE CALL 911 IMMEDIATELY.

NO INFORMATION PROVIDED OR SHARED ON THE TASKHUMAN PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN AS, THE PRACTICE OF MEDICINE OR COUNSELING CARE. THIS SERVICE IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, CLINICAL SERVICES, OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING CARE INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, BEHAVIORAL HEALTH COUNSELING, PHARMACY, AND THE PROVISION OF HEALTH CARE ADVICE, DIAGNOSIS, PROGNOSIS, OR TREATMENT RELATING TO ANY MEDICAL OR HEALTH-RELATED CONDITION.

THIS SERVICE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEKS THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL OR HEALTH-RELATED CONDITION. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE OR TREATMENT FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER DUE TO ANY INFORMATION ACQUIRED ON THE TASKHUMAN PLATFORM. YOUR ACCESS TO OR USE OF THE TASKHUMAN PLATFORM AND THE SERVICES DOES NOT CREATE IN ANY WAY A PHYSICIAN/PATIENT, CONFIDENTIAL OR PRIVILEGED RELATIONSHIP, OR ANY SIMILAR RELATIONSHIP THAT WOULD GIVE RISE TO DUTIES ON OUR PART.

RELIANCE ON ANY INFORMATION ACQUIRED ON THE TASKHUMAN PLATFORM IS SOLELY AT YOUR OWN RISK.

TASKHUMAN DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PROFESSIONAL SERVICE PROVIDERS, CLINICS, FACILITIES, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION PROVIDED OR SHARED ON THE TASKHUMAN PLATFORM.

Please be advised: 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.

THE TASKHUMAN PLATFORM

The TaskHuman Platform enables Knowledge Seekers (“Knowledge Seekers”) to instantaneously connect, arrange to connect, or match with Knowledge Providers (“Knowledge Providers”) who offer to share their human experiences, including but not limited to meditation, self-awareness, and other types of holistic practices.

Knowledge Seekers and Knowledge Providers are collectively referred to herein as Users (“Users”), and each User shall be required to create an account to access the TaskHuman Platform. For purposes of this Agreement, the experience sharing provided by Knowledge Providers to Knowledge Seekers, shall be referred to collectively as the Services (“Services”).

Any decision by a User to offer or accept Services is a decision made in each User’s sole discretion. Each Service delivered by a Knowledge Provider to a Knowledge Seeker shall constitute a separate agreement for such Services, each subject to this Agreement.

MODIFICATIONS TO TERMS OF SERVICE & POLICIES INCORPORATED BY REFERENCE

TaskHuman reserves the right to modify the terms of this Agreement and other policies incorporated by reference at any time. These changes will be posted on our Platform and the date of posting will be updated in conjunction with the changes. The changes are effective upon the date of posting, unless explicitly stated otherwise. If you disagree with any of these terms, you may terminate this Agreement with immediate effect provided that you discontinue your use of the TaskHuman Platform. Your continued use of the TaskHuman Platform following the effective date of any modified Agreement indicates your acceptance of such modified Agreement.

PRIVACY POLICY

Our collection and use of personal information relating to your access to and use of the TaskHuman Platform is described in our Privacy Policy.

ELIGIBILITY

The TaskHuman Platform may only be used by individuals who can enter into legally binding contracts. The TaskHuman Platform 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 a User, 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, and you will use the TaskHuman Platform and Services only for lawful purposes. In addition, Users who have had their User account suspended or terminated are not eligible to use the TaskHuman Platform, unless otherwise expressly permitted by TaskHuman.

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.

TaskHuman itself is not a Knowledge Provider. Each User is able to determine whether he or she would like to share knowledge or receive knowledge about other experiences. TaskHuman has no control over the quality, accuracy, reliability, effectiveness, or any other aspect of the knowledge sharing that occurs between Users and assumes no responsibility for the acts or omissions of any Users. TaskHuman reserves the right, but is not obligated, to monitor communications between Users on the TaskHuman Platform.

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 PROVIDE OR 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. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the TaskHuman Platform or Services.

We cannot guarantee that each User is who he or she claims to be. Nor can we guarantee the accuracy of any representations made regarding the competence, qualifications, or experience of any Knowledge Provider, all of which are based on the representations of the Knowledge Providers themselves. You are solely responsible for determining if your Knowledge Provider is qualified to share the knowledge you request. You understand that we reserve the right, but we have no obligation, to conduct background checks on Users. Please use common sense when using the TaskHuman Platform and Services, including looking at the photos (when available) of the Knowledge Provider or Knowledge Seeker you have connected with to make sure it is the same individual you believe you are communicating with. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the TaskHuman Platform by persons under the age of eighteen (18) in violation of this Agreement. If you believe that your safety is threatened through your interaction with other Users, immediately call 911 or law enforcement.

TaskHuman is not responsible for the conduct, whether online or offline, of any User of the TaskHuman Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for procuring insurance for any User. TaskHuman is not responsible for any adverse health effects that may arise from the Services, including any information, advice, consultations, products or events you learn about on the TaskHuman Platform. By using the TaskHuman Platform and participating in the Services, you agree to accept such risks and agree that TaskHuman is not responsible for the acts or omissions of Users on the TaskHuman Platform or participating in the Services, or for any false or misleading statements or omissions made by Users on the TaskHuman Platform.

TaskHuman expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account, or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the TaskHuman Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information (including protected health/legal information) that you disclose to other Users on the TaskHuman Platform or through the Services. Please carefully select the type of information that you provide on the TaskHuman Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized Users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning TaskHuman or made available through the TaskHuman Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the TaskHuman Platform or otherwise. You should always seek the advice of your physician or other qualified health care provider with respect to any questions you may have regarding a medical or health-related condition, and you should not disregard, avoid or delay obtaining medical advice or treatment from your physician or other qualified health care provider due to any information or content made available on the TaskHuman Platform or through the Services. We reserve the right, but we have no obligation, to monitor the materials posted on the TaskHuman Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

KNOWLEDGE PROVIDER RELATIONSHIP WITH TASKHUMAN

As a Knowledge Provider on the TaskHuman Platform, 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, agent or authorized representative of TaskHuman. You also acknowledge and agree that you are responsible for the following:

  1. Federal, State, and Local Taxes (as applicable);
  2. Complying with Federal, State, and Local rules which require a business permit, license, or certificate, mandated insurance, or professional bonding arrangement;
  3. Any expenses incurred as a result of providing Services on the TaskHuman Platform; and
  4. Determining your time and schedule on the TaskHuman Platform.

You acknowledge and agree that you understand that TaskHuman will not:

  1. Obtain worker’s compensation insurance on behalf of Knowledge Provider;
  2. Provide any fringe benefits, including but not limited to vacation pay, sick pay, pension plan, or health plan;
  3. Withhold social security or medicare taxes from payments to Knowledge Provider or make such payments on behalf of Knowledge Provider;
  4. Withhold income tax or other taxes from payments to Knowledge Provider, except as legally required; and
  5. Provide any general liability or professional liability insurance coverage to Knowledge Provider.

TaskHuman does not, and shall not be deemed to, direct, supervise, monitor, or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions. TaskHuman will not prescribe or specify the frequency, time or location relating to your provision of Services, nor will it provide any materials (other than for purposes of marketing you as TaskHuman Knowledge Provider), supplies or equipment related to your duties under this Agreement.

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 Knowledge Seekers and any interactions you may have with Knowledge Seekers. 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.

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.

KNOWLEDGE PROVIDER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

By providing Services as a Knowledge Provider on the TaskHuman Platform, you represent, warrant, and agree that:

  1. You are knowledgeable regarding the subject matter you are agreeing to share;
  2. You will not provide any Services where you do not have the appropriate licenses, approvals, or authority to do so;
  3. You will not provide Services relating to the practice of medicine and/or counseling care, as defined herein, or that reasonably may be construed as such by a User. If a Knowledge Seeker solicits medical advice or counseling care, you must direct the Knowledge Seeker to seek information from their physician or other qualified health care provider. Failure to do so is a violation of the terms and conditions of this Agreement and may subject you to administrative, civil and/or criminal liability.
  4. You will not demand any cash or compensation directly from a Knowledge Seeker; and
  5. You agree that we may obtain information about you, including your criminal or professional/occupational records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

COMMUNICATIONS

By becoming a User, 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, its affiliated companies and/or other Users, may include, but are not limited to: operational communications concerning your User account or use of the TaskHuman Platform or Services, 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.

You understand that you may opt out of receiving text messages, by texting the word “STOP” to 555888 using the mobile device that is receiving the messages, or by emailing contact@taskhuman.com. If you do not choose to opt out, then TaskHuman may contact you as outlined in our Privacy Policy.

CONSENT TO RECORDING, MONITORING AND TRANSCRIPTION OF CALLS AND OTHER COMMUNICATIONS

We work with third-party service providers to facilitate video calls, voice calls, text messages, and push notifications between Knowledge Seekers and Knowledge Providers who have been connected for a knowledge exchange. You acknowledge and agree that we and our service providers will receive information about these communications that you initiate or receive including the date and time of the video call, voice call or text message, the parties’ phone numbers, and the content of any text messages or push notifications.

NOTICE

TaskHuman may give notice by means of a general notice on the TaskHuman Platform, electronic mail to your email address in your account, or text message to any phone number provided in connection with your account. For notices made by email or text message, the date of receipt will be deemed the date on which such notice is transmitted.

PROHIBITED ACTIVITIES

With respect to your use of the TaskHuman Platform and your participation in the Services you agree to NOT:

  1. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third party rights, this Agreement or TaskHuman’s policies;
  2. Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, other protected class, or otherwise engage in any abusive or disruptive behavior;
  3. Use the TaskHuman Platform (a) to provide or request medical advice, diagnosis or treatment relating to any medical or health-related condition, (b) for any commercial or other purposes that are not expressly permitted by this Agreement or (c) in a manner that falsely implies TaskHuman’s endorsement, partnership or otherwise misleads others as to your affiliation with TaskHuman;
  4. Interact with others on the TaskHuman Platform in a manner which is false, inaccurate, or misleading (directly or by omission);
  5. Solicit login information or access an account belonging to someone else;
  6. Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the TaskHuman Platform;
  7. Attempt to intercept or expropriate any system, data, or personal information;
  8. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by TaskHuman; or
  9. Transmit any malicious code, files, or programs designed to interrupt, damage, destroy, or limit the functionality of the TaskHuman Platform.

EXPORT CONTROLS

You may not use the TaskHuman Platform to conduct an export or re-export that would constitute a violation of any applicable export laws or regulations.

You represent that you are not (i) located in a country that is subject to a U.S. government embargo, and ii) listed on any U.S. government list of prohibited or restricted parties.

LAW ENFORCEMENT REQUESTS

TaskHuman may share information regarding you and your use of the TaskHuman Platform if a government authority requests information or we think disclosure is required or appropriate in order to comply with any laws, regulations, or a legal process. TaskHuman may also share information with law enforcement, government officials, or other third parties if TaskHuman thinks doing so is necessary to protect the rights, property, or safety of TaskHuman, TaskHuman’s employees, TaskHuman’s Users, or the public.

SUSPENSION AND TERMINATION

TaskHuman may suspend or terminate your account at any time and for any reason without notice to you.

In the event of any termination or expiration of this Agreement, the following sections of this Agreement will survive and still apply: TaskHuman Terms of Service, The TaskHuman Platform, Dispute Resolution and Arbitration Agreement, Limitation of Liability, Disclaimers, Indemnification, Confidentiality, Knowledge Provider Representations, Warranties and Agreements, Knowledge Provider Relationship with TaskHuman, Consent to Recording, Monitoring and Transcription of Calls and Other Communications, Intellectual Property, Waiver, Severability and Survival, Privacy Policy, Suspension and Termination and Entire Agreement.

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.

INTELLECTUAL PROPERTY

All intellectual property rights in the TaskHuman Platform shall be owned by TaskHuman absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the TaskHuman Platform are the property of their respective owners.

OPEN SOURCE

TaskHuman is powered by the Dandelion API. Dandelion’s website is http://dandelion.eu/.

LICENSE

Subject to your compliance with this Agreement, TaskHuman grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the TaskHumanPlatform on your personal devices solely in connection with your use of the Services; and (ii) access and use any TaskHuman content, information and related materials that may be made available through theTaskHuman Platform, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by TaskHuman and TaskHuman's licensors.

THIRD PARTY SERVICES

The Services may be made available or accessed in connection with third party services and content (including advertising) that TaskHuman does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. TaskHuman does not endorse such third party services and content and in no event shall TaskHuman be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc. and Google, Inc. will be third-party beneficiaries to this contract if you access the Services using applications developed for Apple iOS or Android respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

FEEDBACK

At Taskhuman, we encourage feedback so we can constantly improve our Services and provide a great User experience. When providing feedback, you agree that we are free to use the information provided without restriction and without compensation or other legal or equitable obligation to you.

CLAIMS OF COPYRIGHT INFRINGEMENT

TaskHuman respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any item on the TaskHuman Platform infringes upon your copyrights, please review our Copyright Policy, for information on how to submit a copyright complaint.

PAYMENT PROCESSING SERVICES

Payment processing services for Users on the TaskHuman Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a User on the TaskHuman Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of TaskHuman enabling payment processing services through Stripe, you agree to provide TaskHuman accurate and complete information about you and/or your business, and you authorize TaskHuman to share it and transaction information related to your use of the payment processing services provided by Stripe.

PAYMENTS

Information relating to payments related to the TaskHuman Platform is described in our Knowledge Seeker Payment Policy and our Knowledge Provider Payment Policy.

RATINGS

Within a certain timeframe after utilizing Services, Knowledge Seekers and Knowledge Providers must submit a star rating about each other. Any ratings reflect the individual opinions of the Knowledge Seekers and Knowledge Providers and do not reflect the opinion of TaskHuman. Ratings are not verified by TaskHuman and may be inaccurate or misleading. Reliance on ratings provided on the TaskHuman Platform is solely at your own risk.

Knowledge Seekers and Knowledge Providers are prohibited from manipulating the ratings system in any manner.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Overview of the Dispute Resolution Process: TaskHuman is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for disputes: (1) an informal negotiation directly with TaskHuman’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by the Arbitration Agreement below).

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; you can contact TaskHuman’s customer service team 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 this Agreement, you agree that you are required to resolve any claim that you may have against TaskHuman, our affiliates, subsidiaries, parent companies, successors and assigns, or any of our or their respective officers, directors, employees, agents, representatives or shareholders (collectively, the “TaskHuman Parties”), 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 the TaskHuman Parties, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against TaskHuman Parties by someone else.

Agreement to Binding Arbitration Between You and the TaskHuman Parties: You and the TaskHuman Parties agree that any dispute, claim or controversy arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, (b) your access to or use of the Services at any time, whether before or after the date you agreed to this Agreement, (c) your receipt of any communications, including without limitation, calls or text messages, from TaskHuman Parties, or (d) any advertising for the TaskHuman Platform or Services, will be settled by binding arbitration, and not in a court of law, provided however, that you and the TaskHuman Parties retain the right to bring an individual action in small claims court (if the action qualifies, remains in such court and advances only on an individual basis) 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. This Arbitration Agreement also does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the TaskHuman Parties on your behalf.

You acknowledge and agree that you and the TaskHuman Parties are 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 we otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. If applicable law precludes enforcement of any of this paragraph’s limitations as to a given claim for relief, then the applicable claim shall be severed from the arbitration and may be brought into the state or federal courts in Santa Clara County, California. All other claims shall be arbitrated.

Rules and Governing Law: The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA 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 Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any other choice of law or other provision in the Agreement 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, exclusive of any conflicts of law provisions.

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. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at https://www.adr.org/ConsumerForms or by calling the AAA at 1-800-778-7879). The Arbitrator will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with 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, the TaskHuman Parties agree not to seek, and hereby waive all rights they may have under applicable law or the AAA rules, to recover attorneys’ fees and expenses if they prevail in arbitration.

Appeals: At either party’s election and within thirty (30) days of receipt of the arbitrator’s award, such award may be appealed to another arbitrator (“Appellate Arbitrator”) who shall be chosen in the same manner as described above. 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 Agreement (or to any subsequent changes to the Agreement), you may reject any such change by providing TaskHuman written notice of such rejection within thirty (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 if you are a registered User) 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 Agreement (or to any subsequent changes to the Agreement).

Severability: If applicable law precludes enforcement of any of the Arbitration Agreement’s limitations on class, collective, consolidated or representative proceedings as to a particular claim for relief, then the applicable claim, and only that claim, shall be severed from the arbitration, brought into the state or federal courts of competent jurisdiction in Santa Clara County, California and stayed in litigation pending the outcome of any individual claims remaining in arbitration. If any other provision of this Agreement is found to be unenforceable or invalid for any reason, the parties shall remain bound by all other provisions hereof and the invalid or non-binding provision shall be replaced with provisions that are valid and binding and have, to the greatest extent possible, a similar effect as the invalid or non-binding provision.

IDEMNIFICATION

You agree to release, defend (at TaskHuman’s option), indemnify, and hold the TaskHuman Parties 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 interaction with any 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, (iv) any claims or penalties with respect to withholding taxes imposed on TaskHuman by the relevant tax authorities with respect to any compensation paid to Knowledge Provider, or (v) your breach of any laws, regulations or third party rights.

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 DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE TASKHUMAN PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) 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. THE TASKHUMAN PLATFORM MAY BE USED BY YOU TO SHARE AND LEARN ABOUT HUMAN EXPERIENCES, BUT YOU AGREE THAT TASKHUMAN HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES PROVIDED TO YOU BY KNOWLEDGE PROVIDERS OR OTHER THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THEIR TERMS. 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 Arbitration Agreement 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 contact@taskhuman.com any time with any questions or comments regarding this Agreement.