TASK.IO TERMS OF SERVICE

User Agreement

This TASK.IO User Agreement (the "Agreement") is a contract between you (the "User") and TASKDOTIO LTD, a UK LIMITED COMPANY (Company House Number: 9191053) with address 1 Victoria St., Dunstable, Bedfordshire, LU63AZ, UK. ("TASK.IO", "we" or "us"). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.task.io (the "Site") and related software and services. TASK.IO may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by TASK.IO. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the TASK.IO Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein or linked from the URL www.task.io/p/terms_of_service as such agreements and policies may be modified by TASK.IO from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls. Capitalized terms are defined throughout the Agreement and in Section 12.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "REGISTER NOW" BUTTON, OR BY USING THE TASK.IO PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE TASK.IO PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.

1. THE TASK.IO PLATFORM.

1.1 Purpose of the TASK.IO Platform.

The TASK.IO Platform allows Clients and Taskers to identify each other and enable them to buy and sell Services online. Clients post Tasks into their Task Channels and Taskers can work on these tasks where invited to by the client. If a Tasker agrees to work on a Task Channel, a Service Contract is formed directly between such Client and Tasker subject to the provisions set forth in Section 3 (Service Contract Terms Between Client and Tasker). TASK.IO pays Taskers in connection with their delivery of services through the TASK.IO platform. TASK.IO collects payment from Clients in connection with their receipt of services through the TASK.IO platform.

1.2 Eligibility.

The TASK.IO Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; or (b) a citizen or resident of, or located in, a country or region that is subject to U.K. or other sovereign country sanctions or embargoes.

2. TASK.IO GENERAL USER POLICIES

2.1 TASK.IO Fees.

TASK.IO charges Taskers a fee for the services of connecting them with the Clients that hire them and collecting payment for work. Typically, this fee is equal to 10% of Client's payments, plus a fee for disbursements. If Tasker elects disbursement through a third party, the third party may assess additional fees. If Tasker elects disbursement in foreign currency, TASK.IO adds a conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor.

2.2 General User Obligations.

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services. You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

2.3 Identity and Account Security.

TASK.IO reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize TASK.IO, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's TASK.IO account password. User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined below in Section 3), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the TASK.IO Platform. You must notify TASK.IO Support immediately if you suspect that your password has been lost or stolen. By using your TASK.IO User account, you acknowledge and agree the TASK.IO's account security procedures are commercially reasonable.

2.4 Disbursements to Taskers

TASK.IO will automatically disburse funds to Taskers according to the payment instructions on file with TASK.IO no more than one month after funds become payable (or within six months, for amounts less than $100). Funds become payable to Taskers working on Task Channels following the expiration of the dispute period and the security period associated with each work week. Taskers may ask TASK.IO to expedite payments. TASK.IO reserves the right to refuse any such request and may assess a processing fee in connection with such a request.

2.5 Disintermediation.

Client shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the TASK.IO Platform. Any action that encourages or solicits complete or partial payment outside of the TASK.IO Platform is a violation of this Agreement. Should a Client or Tasker (including an Agency) be found in violation of this section of this Agreement, it will owe TASK.IO an amount with respect to each Service Contract equal to the greater of a) $2,500; or b) the applicable fees had the payments been processed through the TASK.IO Platform, plus 18%.

2.7 Non-payment.

If Client fails to pay amounts due under this Agreement, whether by cancelling Client's credit card, initiating an improper chargeback, or any other means, Client's TASK.IO account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse TASK.IO for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, TASK.IO may set off amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

2.8 Hold on funds.

In cases of fraud, abuse or violation of this Agreement, the TASK.IO Payment Guarantee shall be revoked and all monies due to the Tasker may be held and/or reclaimed, not just those from the Contract(s) under investigation.

For Hourly-Rate Contracts only, Clients may dispute hours during the dispute period following the close of a weekly invoice period. It is the Client's responsibility to review the Time Log of every Service Contract on a weekly basis and to file any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the Client and can no longer be disputed and can only be refunded by the Tasker. Disputes can only address the hours billed, not the quality of the work performed or deliverables. TASK.IO will promptly investigate the Time Log to determine, in its sole discretion, whether an adjustment is appropriate. TASK.IO's determination shall be final.

2.9 Dispute Resolution Policy.

For Hourly-Rate Contracts only, Clients may dispute hours during the dispute period following the close of a weekly invoice period. It is the Client's responsibility to review the Time Log of every Service Contract on a weekly basis and to file any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the Client and can no longer be disputed and can only be refunded by the Tasker. Disputes can only address the hours billed, not the quality of the work performed or deliverables. TASK.IO will promptly investigate the Time Log to determine, in its sole discretion, whether an adjustment is appropriate. TASK.IO's determination shall be final.

2.10 Enforcement of Agreement and Policies.

TASK.IO has the right, but not the obligation, to suspend or cancel your access to the TASK.IO Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting TASK.IO's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the TASK.IO Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for TASK.IO. Once suspended or terminated, you MAY NOT continue to use the TASK.IO Platform under a different account or reregister under a new account. If you attempt to use the TASK.IO Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the TASK.IO Platform, including data, files and other material you keep on TASK.IO.

3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND TASKER.

Unless otherwise agreed to in a writing signed by both Client and Tasker, the terms and conditions of the Service Contract are as set forth in Sections 3.1 through 3.12 below ("Standard Terms"). Client and Tasker may not agree to any other terms and conditions that affect the rights or responsibilities of TASK.IO.

3.1 Services.

Tasker shall perform Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.

3.2 Agency.

Work performed on Hourly-Rate Contracts under a Tasker's profile must be performed by the Tasker represented. If the Tasker wishes to subcontract with third parties to perform Services on behalf of the Tasker on Hourly-Rate Contracts, the Tasker must do so as a legally recognized entity with the ability to hire and/or contract (an "Agency"). Tasker and Agency agree and acknowledge that Agency's employees or contract personnel are not employees of TASK.IO or Client. Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees or contract personnel and has the sole and exclusive right to supervise and control them. Agency acknowledges and agrees that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from TASK.IO or Client.

3.3 Client Payments and Billing.

Client shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts) or the approved project (under Per-Task Contracts) to TASK.IO, and Client will have no obligation of payment to Tasker. Tasker agrees that it will be paid solely by TASK.IO and Tasker will not have any recourse against Client if Tasker is not paid by TASK.IO. For Hourly-Rate and Per Task Contracts, Client is billed for hourly Tasker Fees on a weekly basis. For payments under Per-Task Contracts, Client is billed immediately.

3.4 Termination of a Service Contract.

Either party may terminate the Service Contract at any time for any or no reason. However, the Client remains obligated to pay for any time the Tasker worked prior to termination.

For Per Task Contracts, the Client may terminate at any time but may not recover any payments already made. The Tasker may terminate a Per-Task Contract at any time if no payment has been made.

3.5 Client Deliverables.

Client grants Tasker a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Deliverables as necessary for the performance of the Services. Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Client, Tasker shall immediately return all Client Deliverables to the Client and further agrees to purge all copies of Client Deliverables and Work Product contained in or on Tasker's premises, systems, or any other equipment otherwise under Tasker's control. Within ten (10) days of Client's request, Tasker agrees to provide written certification to the Client that all Client Deliverables have been returned or purged.

3.6 Work Product.

Proprietary Rights in Work Product shall be owned by Tasker until payment has been made by Client, at which time Tasker will be deemed to have assigned all Proprietary Rights in the Work Product to Client. For Hourly-Rate Contracts, Client must pay for all hours that qualify for the Payment Guarantee. For Per-Task Contracts, Client has complete and sole discretion whether and how much to pay; however, if Client does not pay in full, Tasker may terminate the Service Contract by refunding any partial payment, and Tasker will retain Proprietary Rights in Work Product. To the extent that under applicable law, Proprietary Rights cannot be assigned, Tasker hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also Tasker), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Tasker hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Client will be able to acquire, perfect and use such Proprietary Rights, Tasker will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Client, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it; (ii) sign any documents at Client's request to assist Client in the documentation, perfection and enforcement of its rights; and (iii) provide Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries. In the case that under applicable law, Tasker retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Tasker irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Tasker cannot waive such rights, Tasker agrees not to exercise such rights, until Tasker has provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting its rights. Tasker's obligations under this Section 3.6 will continue even after Tasker deregisters from or ceases use of the TASK.IO Platform. Tasker appoints Client as Tasker's attorney-in-fact to execute documents on Tasker's behalf for the purposes set forth in this Section 3.6.

3.7 Pre-existing Intellectual Property in Work Product.

Tasker shall ensure that no Work Product created or delivered by Tasker includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Tasker or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively "Pre-existing IP") without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work Product. Tasker acknowledges that, without limiting any other remedies, Tasker shall not be entitled to payment for, and shall refund to Client any payments previously made by Client to Tasker for, any Services performed on a Service Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 3.7.

3.8 Worker classification.

Client assumes all liability for proper classification of Taskers as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Client and Tasker. Tasker does not have authority to enter into written or oral - whether implied or express - contracts on behalf of Client. Tasker acknowledges that TASK.IO does not, in any way, supervise, direct, or control Tasker's work or Services performed in any manner. TASK.IO does not set Tasker's work hours and location of work, nor is TASK.IO involved in determining if the compensation will be set at an hourly or fixed rate or in setting the particular rate for a service contract. TASK.IO will not provide Tasker with training or any equipment, labor or materials needed for a particular Contract. TASK.IO will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Tasker will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Tasker's performance of Services. For Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Tasker. A Tasker classified as independent contractor is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client. For Contracts classified as employer-employee relationships, Client will manage the Service Contract through the payrolling program made available on the TASK.IO Platform by a third-party payroll provider, where the Tasker becomes an hourly employee of such third-party payroll provider and Tasker and Client enter into appropriate additional agreements. Client and Tasker agree to indemnify, hold harmless and defend TASK.IO from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Tasker was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Tasker was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that TASK.IO was an employer or joint employer of Tasker, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

3.9 Records of Compliance

Client and Tasker will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to TASK.IO upon request. Nothing in this subsection shall be construed as requiring TASK.IO to supervise or monitor Tasker Services or a User's compliance with this Agreement, the other Terms of Service, or a Service Contract.

3.10 Third Party Beneficiary

TASK.IO is hereby named as a third party beneficiary of each Service Contract.

3.11 General.

Service Contracts shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.

3.12 Entire Agreement.

The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Client and Tasker shall constitute the entire agreement and understanding of Client and Tasker with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

4. ACKNOWLEDGMENTS BY USER OF TASK.IO'S ROLE.

4.1 Service Contracts.

User expressly acknowledges, agrees and understands that: (i) the TASK.IO Platform is merely a venue where Users may act as Clients or Taskers; (ii) TASK.IO is not a party to any Service Contracts between Clients and Taskers; (iii) User recognizes, acknowledges and agrees that User is not an employee of TASK.IO and that TASK.IO does not, in any way, supervise, direct, or control User's work or Services; (iv) TASK.IO shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) TASK.IO has no control over Taskers or over the Services promised or rendered by Taskers; and, (vi) TASK.IO makes no representations as to the reliability, capability, or qualifications of any Tasker or the quality, security or legality of any Services, and TASK.IO disclaims any and all liability relating thereto.

4.2 Proprietary Rights.

TASK.IO and its licensors reserve all Proprietary Rights in and to the TASK.IO Platform. User may not use the TASK.IO Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. TASK.IO reserves the right to withdraw, expand and otherwise change the TASK.IO Platform at any time in TASK.IO's sole discretion. User shall not be entitled to create any "links" to the TASK.IO Platform, or "frame" or "mirror" any content contained on, or accessible through, the TASK.IO Platform, on any other server or internet-based device.

4.3 TASK.IO's Compensation.

All TASK.IO Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

4.4 TASK.IO as a Limited Agent

From time to time, a User may ask TASK.IO to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable a User to withdraw payments from User's foreign bank account). User hereby appoints TASK.IO as its agent for the limited purpose of executing documents that confirm User's activities on the TASK.IO Platform. TASK.IO will act on User's behalf and in a clerical capacity, without in any way restricting TASK.IO's rights or expanding TASK.IO's obligations under this Agreement or any Service Contract. Each User appoints TASK.IO as its agent to execute an Act of Acceptance or equivalent instrument on the User's behalf documenting payments made or to be made to Taskers or to TASK.IO, if another User so requests.

5. INVOICES AND PAYMENT METHODS.

5.1 Formal Invoices and Taxes.

TASK.IO shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Tasker Fees. Instead, Tasker shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Tasker Fees and for issuing any invoices so required. Tasker shall also be solely responsible for: (a) determining whether Tasker or TASK.IO is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Tasker Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or TASK.IO, as appropriate; and (b) determining whether TASK.IO is required by applicable law to withhold any amount of the Tasker Fees, notifying TASK.IO of any such requirement and indemnifying TASK.IO (either by permitting TASK.IO to offset the relevant amount against a future payment of Tasker Fees or by refunding to TASK.IO the relevant amount, at TASK.IO's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. TASK.IO shall have the right, but not the obligation, to audit and monitor Tasker's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of TASK.IO, Tasker agrees to promptly cooperate with TASK.IO and provide copies of Tasker's tax returns, and other documents as may be reasonably requested for purposes of such audit.

5.2 Payment Methods.

Client hereby authorizes TASK.IO and its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by TASK.IO or mutually agreed to between Client and TASK.IO). TASK.IO and its Affiliates may, in their sole discretion, deviate from its typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.

5.3 Payment Guarantee.

TASK.IO guarantees payment to Taskers working on Hourly-Rate Contracts where the Client has a verified payment method, the time represented is captured online using the TASK.IO software, the work performed and captured pertains directly to the Service Contract billed, and each Time Log is annotated with appropriate work memos describing the work performed (the "Payment Guarantee"). Determination of whether these criteria have been met is at the sole discretion of TASK.IO. The Payment Guarantee will not apply to Taskers or Contracts in violation of this Agreement, where Tasker does not meet clear specifications of the Service Contract, where the Tasker is aware of or complicit in another User's violation of this Agreement, or where there is any other involvement in fraudulent activities or abuse of this Payment Guarantee.

6. CONFIDENTIAL INFORMATION.

6.1 Confidentiality.

To the extent a Client or Tasker provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of TASK.IO, to any Client or Tasker engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through TASK.IO Platform for use by Tasker).

6.2 Return.

If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Client's or Tasker's written request (which may be made at any time at Client's or Tasker's sole discretion), Client or Tasker (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Tasker, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.

6.3 Publication.

Without limiting Section 6.1 (Confidentiality), Client, Tasker and TASK.IO shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.

7. WARRANTY DISCLAIMER.

TASK.IO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, TASK.IO PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TASK.IO DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST TASK.IO WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL TASK.IO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF TASK.IO TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY TASK.IO FEES RETAINED BY TASK.IO WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR TASKER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

9. INDEMNIFICATION.

9.1 Proprietary Rights.

Each User shall indemnify, defend and hold harmless TASK.IO and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

9.2 Indemnification by Client.

Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Client's use of Services, including without limitation claims by or on behalf of any Tasker for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Client and a Tasker.

9.3 Indemnification by Tasker.

Each Tasker shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Tasker's provision of Services, or (ii) any Service Contract entered into between such Tasker and a Client.

10. TERM AND TERMINATION.

10.1 Term.

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.

10.2 Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

10.3 Consequences of Termination.

Termination shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Client's credit card or other form of payment pursuant to Section 5.2 (Payment Methods). Subject to Section 2.9 (Dispute Resolution Policy), TASK.IO shall pay Tasker, in accordance with the provisions of Section 5 (Invoices and Payment Methods), for all time recorded in the Time Logs incurred prior to the effective date of the termination.

10.4 Survival.

Sections 4 through 12 of this Agreement shall survive any termination thereof.

11. GENERAL.

11.1 Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

11.2 Side Agreements.

Section 11.1 notwithstanding, Clients and Taskers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand TASK.IO's obligations or restrict TASK.IO's rights under this Agreement.

11.3 Compliance.

User shall not violate any laws or third party rights on or related to the TASK.IO Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

11.4 Notices: Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the TASK.IO Platform. Notices hereunder shall be invalid unless made in writing and given (a) by TASK.IO via email (in each case to the email address that you provide), (b) a posting on the TASK.IO Site or (c) by you via email to support@task.io or to such other addresses as TASK.IO may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

11.5 Modifications.

No modification or amendment to this Agreement shall be binding upon TASK.IO unless in a written instrument signed by a duly authorized representative of TASK.IO. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

11.6 No Waiver.

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

11.7 Assignability.

User may not assign this Agreement, or any of its rights or obligations hereunder, without TASK.IO's prior written consent in the form of a written instrument signed by a duly authorized representative of TASK.IO (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). TASK.IO may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

11.8 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

11.9 Choice of Law and Forum for Disputes.

This Agreement and any controversy, dispute, or claim between User and TASK.IO or our Affiliates that arises out of or relates to this Agreement (each, a "Claim"), including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of the United Kingdom.

You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."

11.10 Informal Dispute Resolution.

Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify TASK.IO of the Claim at Attn: Legal, 1 Victoria St., Dunstable, Bedfordshire, LU63AZ UK (the "Notice") and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. TASK.IO will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.

11.12 Prevailing Language.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

12. DEFINITIONS.

12.1

"Affiliate(s)" means any company under common ownership and control with TASK.IO.

12.2

"Agency" means a legally recognized entity with the ability to hire and/or contract.

12.3

"Average Weekly TASK.IO Fees" means the average weekly amount of TASK.IO Fees that became due to TASK.IO based upon work performed for Client by the Tasker over the four (4) weeks immediately preceding the buy-out notice, not counting any weeks in which no TASK.IO Fees became due.

12.4

"Claim" means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract.

12.5

"Client" means any User utilizing the TASK.IO Platform to request Services to be performed by a Tasker. From time to time, TASK.IO may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to TASK.IO when acting in this way.

12.6

"Client Deliverables" means instructions, requests, intellectual property and any other information or materials that a Tasker receives from a Client for a particular Service Contract.

12.7

"Confidential Information" means Client or Tasker Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Tasker or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information.

12.8

"Effective Date" means the date of acceptance of this Agreement.

12.9

"Per-Task" means a fixed fee agreed between a Client and a Tasker, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.

12.10

"Per-Task Contract" means a Service Contract for which Client is charged a Per-Task rate.

12.11

"Tasker" means any company or individual User utilizing the TASK.IO Platform to offer Services to Clients.

12.12

"Tasker Deliverables" means instructions, requests, intellectual property and any other information or materials that a Client receives from a Tasker for a particular Service Contract.

12.13

"Tasker Fees" means: (a) for an Hourly-Rate Contract, an amount equal to the number of hours recorded by Tasker in the Time Logs, multiplied by the Hourly Rate; (b) for a Per-Task Contract, the Per-Task; and (c) any bonuses paid or other payments made by a Client for a Service Contract.

12.14

"Hourly Rate" for a Service Contract means, in respect of a Tasker, the hourly rate specified for that Tasker in the TASK.IO Platform.

12.15

"Hourly-Rate Contract" means a Service Contract for which Client is charged based on the Hourly Rate.

12.16

"Indemnified Party" means TASK.IO and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.

12.17

"Moral Rights" means any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights".

12.18

"TASK.IO Platform" means the online platform operated by TASK.IO, including related software and services, that allows Clients and Taskers to identify each other and enable them to buy and sell Services online.

12.19

"Task Channel" means a collection of Tasks created by a Client that Taskers may be invited to work on.

12.20

"Payment Guarantee" means the guaranteed payment to Taskers working on Hourly-Rate Contracts where the Client has a verified payment method, the time represented is captured online using the TASK.IO Team software, the work performed and captured pertains directly to the Service Contract billed, and each Time Log is annotated with appropriate work memos describing the work performed.

12.21

"Payment Period" shall mean the one-week period beginning on Monday at 12:00 AM UTC.

12.22

"Pre-Existing IP" means pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Tasker or a third party including, without limitation, code written by proprietary software companies or developers in the open source community.

12.23

"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

12.24

"Service Contract" means a particular project or set of ongoing tasks with a Task Channel for which a Client has requested Services to be performed by a Tasker and the Tasker has agreed on the TASK.IO Platform.

12.25

"Services" means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services or any other human services.

12.26

"The Site" means our website located at www.task.io.

12.27

"Time Logs" means the number of hours recorded for a stated period by a Tasker in TASK.IO in compliance with TASK.IO's then-current Policies, for the Services performed in respect of a Contract.

12.28

"Work Product" means any tangible or intangible results or deliverables that Tasker agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Service Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.