taskpay™

1.1.

“Account” means the account associated with your email address utilized to access the Services.

1.2.

“Additional Fees” means the monies due from User to taskpay™ for (i) User’s use the taskpay™ or Services outside of the scope of these Terms, (ii) any additional work requested by User beyond the scope set forth in these Terms, (iii) any additional work which is the subject of a written addendum signed by both taskpay™ and User, (iv) API fees, and (v) fees for customized Integration.

1.3.

“Additional Services” means any services which are subject to Additional Fees.

1.4.

“API” means an Application Programming Interface that may be made available to You by taskpay™ to facilitate the incorporation of certain aspects of the Services into Your existing software and systems.

1.5.

“taskpay™” means taskpay™ LLC or any successor or assignee or subcontractor of taskpay™.

1.6.

“taskpay™ Enterprise” provides Users with access to a global marketplace of millions of Buyers and Sellers. taskpay™ enables Users to be able to purchase goods or services on taskpay™ without the fear of getting scammed. taskpay™ effectively connects Buyers and Sellers on taskpay™ with trust.

1.7.

“taskpay™ Services” means all services provided by us to you.

1.8.

“taskpay™” means any internet-based or cloud-based service provided by taskpay™ to its Users.

1.9.

“Beta Tester” means a party using the Services in a manner authorized by taskpay™, where some or all of the particular services accessed by that party are not the final versions and are yet to be fully released for mainstream use by all other Users of taskpay™.

1.10.

“Beta Test Agreement” means the agreement utilized by taskpay™ to onboard Beta Testers, as may be amended from time to time.

1.11.

“Buyer” means a User that purchases Seller Products or items from Sellers on taskpay™. A User may be both a Buyer and a Seller under these Terms.

1.12.

“Confidential information” means any information directly or indirectly disclosed by a party, or its parents, subsidiaries, affiliates, partners, subcontractors, or other related entities, to the other party or its parents, subsidiaries, affiliates, partners, subcontractors, or other related entities, in writing, orally or by inspection of tangible objects, which is designated as Confidential , Private , Proprietary or a similar designation or which a party would reasonably consider to be confidential. The Services are taskpay™’s Confidential Information without need to mark or designate the information as confidential or proprietary.

1.13.

“Dispute Resolution Process” means the process to be followed by Buyers and Sellers in accordance with the Dispute Resolution Services.

1.14.

“Documentation” with respect to taskpay™ means all materials, including taskpay™-authored help content, service descriptions, training materials, drawings, diagrams, specifications, manuals and instructions that taskpay™ provides (either in digital or hard copy form) to assist and define User’s use of the Services, whereas Documentation with respect to the User may include, but is not limited to, a product descriptions, business license, government issued photo ID, the credit card on file, etc.

1.15.

“Entrant” means a Seller who has entered a Product.

1.16.

“Fees” means the monies due from User to taskpay™ as consideration for the Services and Licenses in the Agreement in connection with the Services and also includes Additional Fees.

1.17.

“Inactive Account” means a User Account that has not been logged into for a 6-month period, or other period determined by us from time to time.

1.18.

“Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trademarks (including Marks), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information as described herein, and all other intellectual property and all pending applications for any of the foregoing and including all renewals, extensions, revivals and all accrued rights of action.

1.19.

“Insolvency Event” means, in relation to either party, any of the following events: (a) the Company commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; (b) anyone commences an involuntary case against the company under title 11 of the United States Code or the corresponding provisions of any successor laws and either (i) the case is not dismissed by midnight at the end of the 60th day after commencement or (ii) the court before which the case is pending issues an order for relief or similar order approving the case; (c) a court of competent jurisdiction appoints, or the company makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the company or all or substantially all of its assets; or (d) the company fails generally to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.

1.20.

“Integration” means the Additional Service offered by taskpay™, subject to Additional Fees, enabling a connection between the taskpay™ and Services and a variety of certain third-party applications and services.

1.21.

“License” means the licenses expressly granted herein by taskpay™ to User to use the Service.

1.22.

“Local Product” or “Local Products” means a service we provide to match a Buyer with a Seller in relation to the provision of location specific Products.

1.23.

“Marks” means any word, symbol or device, or any combination thereof, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including without limitation trade names, trademarks, service marks and logos. “User Marks” refer to any Marks of User and includes third party marks User may provide to TaskPay or that are incorporated in Product Information. “TaskPay Marks” refers to Marks of TaskPay and includes third-party marks TaskPay may provide to User.

1.24.

“Milestone Payment” means a payment made by the Buyer for the provision of Seller Products under a User Agreement which will be released in accordance with the section `Milestone Payments` of these terms and conditions.

1.25.

“Product ” means a product that is promoted by a Seller and in respect of which a Buyer can submit a bid via taskpay™.

1.26.

“Product Brief” means the document setting out the details of a Product.

1.27.

“Product Handover” , in respect of a Product, means the agreement between the Buyer and one or more winning Seller(s) under which each Seller will transfer to the Buyer ownership of the purchased Product.

1.28.

“Product Information” means all information and materials specifically related to User products that User provides or uploads to taskpay™’s Website or otherwise stores on taskpay™, including without limitation image files, text, templates, product descriptions, prices, User Marks, URLs and any other related information.

1.29.

“Representatives” collectively means the affiliates, directors, officers, shareholders, members, employees, subcontractors, permitted assignees and agents of a party.

1.30.

“Security Obligation” means the User’s responsibility for maintaining the security of account login information (username and password).

1.31.

“Seller” means a User that offers and provides goods or services or identifies as a Seller through taskpay™. A User may be both a Buyer and a Seller under these Terms.

1.32.

“Seller Products” means all products and services provided by a Seller.

1.33.

“Technology” means, collectively, the taskpay™ and Services, Documentation, functionality, URLs and integrations that enable User access to the taskpay™, any Additional Services, analytics, transaction information, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports that are provided or used by taskpay™ in connection with the Services and any software or technology incorporated in or made available by taskpay™ through the taskpay™ or Services, expressly excluding User Data, Product Information and User Marks unless otherwise stated in a writing signed by the parties.

1.34.

“User” , “Buyer” , “Seller” , “You” , “Your” or “Yourself” means an individual who visits or uses taskpay™, including via an API, and may include, but not limited to, individuals employed by You or otherwise working for You at Your direction, and who are authorized by You to access and use the Service, including You.

1.35.

“User Agreement” means: (i) this User Agreement; (ii) any other contractual provisions accepted by both the Seller and Buyer uploaded to taskpay™, to the extent not inconsistent with this User Agreement and any taskpay™ policies; (iii) the Product terms as awarded and accepted on taskpay™, to the extent not inconsistent with the User Agreement and any taskpay™ policies; and (iv) any other binding agreement, material or document incorporated by reference from time to time.

1.36.

“User Materials” means any and all information, data, materials, works, expressions, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of User for processing by or through the Services, or (b) collected, downloaded, or otherwise received by taskpay™ for User pursuant to these Terms or at the written request or instruction of User, including, without limitation, all personally identifiable information of Users.

1.37.

“Verified by taskpay™” Users that have been satisfactorily verified under the Know your customer and Identity Verification Policy.

1.38.

“Website” means the website operated by taskpay™ and available at: https://www.taskpay.com/. and any of its regional or other related domains, subdomains or properties, and any related taskpay™ service, tool or application, specifically including mobile web, any iOS App and any Android App, or API or other access mechanism.

2.

“Account Onboarding Terms”

2.1.

“Minimum Age” Subject to applicable law(s) in Your local jurisdiction, You must be eighteen (18) years of age or older or at least the age of majority in the jurisdiction where You reside or from which You use the Services.

2.2.

“Registration” To access and use the Services, You must register for a taskpay™ account ( “Account” ) by providing Your full legal name, corporate entity name (required where You are accessing the Services on behalf or for the benefit of a corporate entity), current address, phone number, a valid email address, and any other information indicated as required by the registration interface ( “Registration” ) and then accepting these Terms.

2.3.

“Approval of Registration” taskpay™ shall exercise its sole discretion in accepting or rejecting Your application for an Account, or canceling an existing Account, for any reason. The person signing up for the Services will be the contracting party( “Registered Owner” ) for the purpose of these Terms and will be the person who is authorized to use any corresponding account we may provide to the Registered Owner in connection with the Services. If You are signing up for the Services on behalf of a corporate entity of which You are an employee or agent, that corporate entity must be listed in the Registration, and the corporate entity shall be the Registered Owner. If You are signing up for the Services on behalf of such a corporate entity, then You represent and warrant that You have the authority to bind that corporate entity to these Terms.

2.4.

“Maintenance” taskpay™ may temporarily suspend the taskpay™, Technology, or any Services, for maintenance from time to time. taskpay™ will advise User (via Live Chat or other electronic means such as email) in advance of maintenance, unless, in taskpay™’s sole discretion, it is impossible or impractical to do so.

2.5.

“User Responsibility for Users” Users are responsible for ensuring that their Users comply with the terms of these Terms and User is liable for breaches of the Agreement by the User. Login credentials should not be shared by Users with others. The individual associated with the account will be held responsible for all actions taken by the account, without limitation.

2.6.

“Service Control” Except as otherwise expressly provided in these Terms, taskpay™ has and will retain sole control over the operation, provision, maintenance, and management of the Technology, Service and the taskpay™.

2.7.

“Transmission” User acknowledges that User’s information and User’s Data (personal or otherwise) may be transmitted to, from, and/or outside the United States as a result of taskpay™ providing the Services.

2.8.

“Communication” You acknowledge that taskpay™ will use the email address You provide as the primary method for communication, including any required notices. You must maintain Your current address and contact information in the Account menu and promptly update this information if You change jurisdictions. If You move You must promptly update Your location in the Account menu.

2.9.

“Account Ownership Dispute” In the event of a dispute regarding Ownership, we reserve the right to request Documentation to determine or confirm Ownership. Documentation may include, but is not limited to, a scanned copy of Your business license, government issued photo ID, the last four digits of the credit card on file, etc. taskpay™ retains the right to determine, in our sole judgment, rightful Ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Owner, taskpay™ reserves the right to terminate or temporarily disable an Account until resolution has been determined between the disputing parties.

2.10.

“Changes to Service” In its reasonable discretion, taskpay™ may discontinue offering the Service, taskpay™ or Technology, in whole or in part, or modify any design, layout, features, functionality, tools or content of the Service, taskpay™, and/or Technology, at any time, for any reason or no reason, with or without notice to You (although taskpay™ has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions). taskpay™ will provide You with thirty (30) days’ prior written notice of any discontinuation of the Service, taskpay™ or Technology. If any discontinuance or modification of a material part of the Services, taskpay™, and/or Technology materially reduces functionality and materially and adversely impacts User’s substantive use of the taskpay™, Technology, or Services, as determined by taskpay™, in its sole discretion, User sole and exclusive remedy is to may terminate the Agreement by providing at least thirty (30) days prior written notice to taskpay™, and taskpay™ shall refund any amounts paid in advance by User for Services not yet received at the effective date of such termination. Any new features provided by taskpay™ which augment or enhance the current Service, Technology, and/or taskpay™, including the release of new tools or resources, updates and upgrades by taskpay™, may result in Additional Fees, which shall be mutually agreed upon by the parties in writing. Prices for using the Services are subject to change upon thirty (30) days’ notice from taskpay™ prior to renewal. Such notice may be provided within the User Account page and/or via email. taskpay™ will make reasonable efforts not to materially deprecate Services during the Term; however, taskpay™ shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of the Services.

2.11.

“Privacy Consent” By signing up for the Services, You expressly authorize taskpay™ to collect and use the contact information that You provide upon Registration, and any other personal data that You choose to provide to Us, to make the Services and technical support available to You, and to contact You from time to time about upgrades to the Services and technical support matters. Further, Your acceptance of these terms constitutes Your express consent to receive marketing communications from taskpay™. If You wish to opt out of receiving these marketing communications, You may do so by using the “Unsubscribe” function in emails You receive from taskpay™, or otherwise notifying taskpay™ in writing, to the mailing address below. You may also lodge a privacy-related question or request at https://www.taskpay.com/privacy-policy/.

2.12.

“Security Obligation” You have a Security Obligation to keep Your password secure. You shall be liable for any loss or damage from Your failure to observe Your aforesaid Security Obligation. You shall report any security breaches promptly to taskpay™.

2.13.

“Data Usage” By accepting these Terms, You authorize taskpay™ to import data from Your taskpay™ account and to make automated changes to Your data on Your account, including product data, pricing, quantity, ads, and other data in accordance with the Documentation for the Services.

2.14.

“Eligibility” You will not use our Services

if you:

2.14.1.

are not able to form legally binding contracts;

2.14.2.

are under the legal age in your jurisdiction;

2.14.3.

a person barred from receiving and rendering services under your local laws or other applicable jurisdiction;

2.14.4.

are suspended from using taskpay™; or

2.14.5.

do not hold a valid email address.

3.

“Proprietary Rights”

3.1.

User shall own all right, title and interest in and to the User Data, as well as any data that is based on or derived from the User Data and provided to User as part of the Services.

3.2.

taskpay™ shall own and retain all right, title and interest in and to: (a) the Services and Software, all improvements, enhancements or modifications thereto; (b) any software, applications, algorithms, inventions or other technology developed in connection with Implementation Services or support; and (c) all intellectual property rights related to any of the foregoing.

3.3.

User acknowledges and agrees that the Services and the Services Data are proprietary to taskpay™. All right, title and interest, including all intellectual property rights, in and of the Services and the Services Data, and any materials therein, including computer code, algorithms, know-how, trade secrets, design, graphics, structure, selection, coordination, expression, look and feel and arrangement of the Services, and all derivatives, enhancements, modifications, and improvements thereto, conceived, reduced to practice, and/or developed during the term of these Terms by either party, are and shall be the sole and exclusive property of taskpay™. All trademarks, trade names, service marks, and copyrights in and pertaining to the Services are owned by taskpay™. These Terms does not grant User any intellectual property rights in the Services. The User is entitled to access and use the Services only in accordance with the terms of these Terms and the Services are not sold or licensed in any other way. All rights to the services and anything else not expressly granted herein are reserved by taskpay™.

4

“Grant of Right of Access and Use”

Provided that User complies with the terms and conditions of these Terms, taskpay™ grants to User a non-exclusive, non-transferable limited right to access and use the Services, subject to the following restrictions:

(a)

The right acquired by User under these Terms is solely to access and use the Services for User’s own internal business purposes.

(b)

User may not: (i) reproduce or copy the Services in whole or in part; (ii) sell, license, assign, or transfer the Services to any party, or otherwise permit any party to access or utilize the Services; (iii) translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from, the Services; (iv) modify the Services or merge all or any part of the Services with another program; (v) prepare derivative works based on the Services; (vi) disable, damage or attempt to penetrate or hack the Services in any manner, including, without limitation, pursuant to an ethical hack ; (vii) publish, offer or distribute the Services or any data therefrom in any manner; (viii) expose or feed the data from the Services via integration or otherwise to any third party; (ix) remove any proprietary notices, labels, or marks on the Services; nor (x) use the Services for any purpose other than as contemplated under these Terms.

5

“Licenses / Restrictions / Intellectual Property Ownership ”

5.1.

“Licenses” taskpay™ grants You a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to access and use the Services during the Term solely on behalf of Yourself or Your company, as applicable, and not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission of taskpay™. taskpay™ reserves all rights not explicitly granted to You. taskpay™ grants You the non-exclusive right to use the Documentation solely in conjunction with Your use of the Services. taskpay™ and any applicable third parties reserve all rights in their respective Documentation. You grant taskpay™ all necessary rights to use the User Materials to provide the Services. The parties acknowledge and agree that these Terms do not in any way limit either party’s right at any time to independently develop, market, license, or otherwise distribute, any product in any manner that it chooses, provided that the party does so in accordance with these Terms. All rights not expressly granted to You in the Agreement are reserved and retained by taskpay™.

5.2.

“ License Limitations, Restrictions and Responsibilities ”

5.2.1.1.

except as expressly permitted by the Agreement, copy, reproduce, distribute, publish, display post or transmit, the Service, the taskpay™, or the Technology, in whole or in part;

5.2.1.2.

license, sub-license, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this License or make the Service available for access or use by any person(s) other than the Users;

5.2.1.3.

use the Service to process any data unlawfully, in violation of the Agreement, or for any third party;

5.2.1.4.

allow any unauthorized access to, or use of, the Service;

5.2.1.5.

directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ( Software ); (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by taskpay™ or authorized within the Services); use the Services or any Software for the benefit of a third party.

5.2.1.6.

use data mining, robots, crawlers, or spiders, or similar data gathering and extraction tools;

5.2.1.7.

frame or utilize framing techniques to enclose any taskpay™ Marks or other Intellectual Property (including images, text, page layout, or form) of taskpay™;

5.2.1.8.

use any meta tags or any other `hidden text` utilizing taskpay™’s name or Marks;

5.2.1.9.

use the Service in an unlawful manner including, but not limited to, the infringement of any third party or taskpay™ Intellectual Property or use the Service in breach of any third party’s privacy rights;

5.2.1.10.

use the Service for spamming or sending any unsolicited emails or information to any person or entity;

5.2.1.11.

use the Service in a manner that interferes with or disrupts the provision of the Service by taskpay™ to third parties;

5.2.1.12.

access or use the Service to circumvent or exceed the Services account limitations or requirements, or access or use the Service by any means other than through the interfaces that are provided by taskpay™;

5.2.1.13.

use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;

5.2.1.14.

use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person;

5.2.1.15.

engage in or permit any unauthorized distribution of any software or programming associated with the Service including, without limitation, placing taskpay™’s software or programming on any physical or virtual servers or mediums;

5.2.1.16.

use the Service for any transmission, display or publication of any material in breach of any law dealing with privacy or data protection in any jurisdiction;

5.2.1.17.

remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice affixed to any Technology, the Service, or the taskpay™;

5.2.1.18.

use the Service, taskpay™, or Technology for the purpose of developing a product or service, or helping another develop a product or service, whether or not it is competitive with the Service, taskpay™ or Technology;

5.2.1.19.

use the Service, taskpay™, or Technology for the purpose of bringing an Intellectual Property claim against taskpay™;

5.2.1.20.

cause the breach of or interfere with taskpay™’s agreements with third parties, including but not limited to, the Amazon Marketplace Developer Agreement; or

5.2.1.21.

use or allow others to use the Technology, the Service, or the taskpay™ for any purpose not expressly authorized in the Agreement.

5.2.2.

“No License in Technology” Except as expressly stated in the Agreement, no licenses or rights are granted by taskpay™ and nothing in the Agreement implies any license to User in the Technology, including, without limitation, the source code. The source code will not be accessible to any Users or Users. User agrees that the underlying structure, sequence, organization and source code of the Technology are valuable trade secrets of taskpay™, are confidential information, and shall remain strictly confidential.

5.2.3.

“Limited Marks Licenses” User hereby grants to taskpay™ a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to use its Marks in order to perform the Services. Any use of User’s Marks for publicity, advertising, and marketing shall be subject to User’s prior written consent in each instance. taskpay™ may not alter User Marks in any manner, or use User Marks in any manner that may dilute, diminish, or otherwise damage User’s rights and goodwill in its Marks Any usage of User Marks by taskpay™ will be a reproduction of exact copies and all use of the Marks is subject to the User’s usage guidelines as revised from time to time and available from the User.

5.2.4.

“Documentation Licenses” taskpay™ grants User the non-exclusive right to use the Documentation solely in conjunction with User’s use of the Service, Technology, and taskpay™ during the Term. taskpay™ and any applicable third parties reserve all rights in their respective Documentation.

5.2.5.

“Usage Restrictions” You may access and use the Services solely: (a) via the Internet or a dedicated communications line, (b) in accordance with the Documentation, and (c) for its intended purpose, as expressly stated herein. You may not mirror on Your website any portion of the Services or other licensed software, or display through Your website any results pages or other information from any of the Services that taskpay™ has licensed for Your use. Unless taskpay™ expressly authorizes it, You may not permit: (a) contractors or other third parties to use or access the Services for the third parties’ business use or benefit, and (b) use of or access to Services as or by an agency or service provider. You may not circumvent, or assist a third party to circumvent, any restrictions detailed in these Terms. You must not place an unreasonable or disproportionately large load on the Services as determined by taskpay™ in its sole discretion. taskpay™ may limit or restrict Your access if Your activities unreasonably or disproportionately burden any Services. If taskpay™ limits or restricts Your access under this Section, taskpay™ shall use commercially reasonable efforts to provide notice and information to You regarding such action as soon as, in taskpay™’s sole discretion, it is practical to do so. You represent and warrant that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Services. Except as expressly stated in these Terms, no licenses or rights are granted by taskpay™ and nothing in these Terms implies any license to You in the Services. No rights to any source code are granted and You shall not Yourself, or through any third party, reverse engineer, disassemble, decompile or otherwise attempt to derive source code or design information regarding the Services and You are not permitted to make any modifications to the Services. You may not remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice affixed to any Services. You agree that the underlying structure, sequence, organization and source code of the Services are valuable trade secrets of taskpay™ and shall remain strictly confidential. You may not use, and may not allow Channels to use, the Services for any purpose not expressly detailed herein. You may not use the Services for the purpose of bringing an Intellectual Property claim against taskpay™ or for the purpose of developing a product or service, or helping another develop a product or service, that is competitive with the Services

5.3.

“Intellectual Property Ownership ”

5.3.1.

“IP Materials ” You own all information and materials related to Your products that You provide, upload to, or store on taskpay™, or that You direct taskpay™ to collect on Your behalf, including without limitation image files, text, templates, product descriptions, prices, Your Marks, URLs, and any other related information ( “User Materials” ). taskpay™ (or its licensors) exclusively owns all right, title and interest in and to the Services, the Documentation, access to taskpay™ online communities and forums, and taskpay™ Marks ( “taskpay™ Materials” ). You hereby assign to taskpay™ all intellectual property rights in the Services that You may have acquired by law or otherwise. You shall not challenge, directly or indirectly, any of taskpay™’s (or its licensors’) rights to the Services.

5.3.2.

“taskpay™ Rights” taskpay™ may access, monitor, or disable Your access to the Services if: (a) taskpay™ requests that taskpay™ do so, (b) taskpay™, in its sole discretion, believes it may incur liability because of User Materials, (c) taskpay™ is required to do so by law, government order or other legal process, or (d) to enforce these Terms. If taskpay™ exercises its rights under (a)-(d), taskpay™ shall use reasonable efforts to provide You with notice and information regarding such actions. At no additional charge to You, taskpay™ will provide periodic updates to the Services. taskpay™ may temporarily suspend access to the taskpay™, or any Services or both, for maintenance from time to time. taskpay™ will give advance notice of maintenance, unless, in taskpay™’s sole discretion, it is impractical to do so.

5.3.3.

“User’s Rights” User owns all right, title and interest in the Product Information, User Materials, and User Marks. User acknowledges and agrees that, in connection with the provision of the Services, taskpay™ may store and maintain User Data and Product Information for a period of time consistent with taskpay™’s standard business processes for the Services. User grants taskpay™ a limited, revocable, non-exclusive, non-transferable (except in connection with an assignment of these Terms), sublicensable license to use, access, store and process the User Data and Product Information to the extent necessary to provide the Services and otherwise fulfill its rights and obligations under these Terms. And User grants taskpay™ a royalty-free, worldwide, perpetual, irrevocable, right to use, modify, distribute, publish, display, and incorporate into the Services any suggestions or feedback provided User or any Users related to the operation or functionality of the Service. Following expiration or termination of these Terms or User’s account, taskpay™ may deactivate the applicable User’s account and delete any data, including User Data and Product Information, associated therewith. Prior to such deactivation, User may export the User Data. Upon such deactivation, if User has paid taskpay™ in full any Fees and Additional Fees due under these Terms, taskpay™ may, in its sole discretion, provide for the exportation of User Data for a period of up to thirty (30) days following deactivation of User’s Account. Notwithstanding the foregoing, nothing in these Terms is intended to prevent taskpay™ from generating and using the Technology, Service or taskpay™ for purposes of providing, measuring, improving and marketing taskpay™’s products and services; provided that taskpay™ shall not disclose to any third party any information that is identifiable as User Data. And notwithstanding anything to the contrary herein, taskpay™ may, for any purpose chosen in taskpay™’s sole discretion, compile, use, sell, license, rent or otherwise disclose to any third party, and retain in perpetuity, Resultant Data and User shall not have any rights whatsoever with respect to any materials that result from such use of Resultant Data.

5.3.4.

“ Notification of Unauthorized or Breaching Use” You must notify Us immediately in the event that You become aware of any actual or attempted unauthorized access to or use of the Service, taskpay™, or Technology in breach of these Terms.

6.

“Fees and Services ”

6.1.

“Fees” We charge fees for our Services, such as introduction fees for Products, Product upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update by placing them on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post a temporary promotional event or new service, or as notified through promotional correspondence. Unless otherwise stated, all fees are quoted in United States Dollars.

6.2.

“0% Fees Promotion” Product commissions charged for Sellers who refer new Buyers that do not have an existing account on taskpay™ and who join and create a new account, will be reduced from 10% to 0%, for all future Products performed by the referring Seller ( “Referrer” ) for the referred Buyer ( “Referee” ). This is subject to the following conditions:

6.2.1.

Referees must be referred using the specific promotional links on “TBD”

6.2.2

For the avoidance of doubt, the reduced Product commission of 0% applies only in relation to new work performed by the Referrer who has successfully applied for this promotion for the specific Referee to whom the application relates. The new Products must commence after the Buyer creates a new account on taskpay™ and be initiated using that new account.

6.2.3.

Product commission fees for are only lowered from 10% to 0% under this promotion. All other fees and charges remain unaffected including but not limited to Buyer commissions and transaction fees.

6.2.4.

This promotion does not apply to Additional Services.

6.2.5.

taskpay™ reserves the right to review classifications of Referee as new Buyers for the purpose of this promotion, to ensure fair use of this promotion. The Referee must have transacted with, and paid, the Referrer applying to use this promotion before the beginning of this promotion, for example from another platform. The Referrers may be required to provide evidence of this prior transaction(s) and payment before being eligible for the commission reduction. To be eligible for this promotion, the Referee must not have had any account on taskpay™ prior to creating the new account.

6.2.6.

All other elements of this User Agreement continue to apply.

6.2.7.

All other elements of the Fees and Charges component of the Additional Terms continue to apply

6.2.8.

taskpay™ may require that both parties fill in and complete their profiles and/or pass identity checks before payments are released

6.2.9.

taskpay™ may require that the details for any Product for which the commission reduction applies are appropriately complete.

6.2.10.

This promotion may be withdrawn for a specific User, if significant reversals, fraud or chargebacks are observed, if taskpay™ believes that there is a risk of funds being subject to reversal or chargeback, in cases of disputes between Referee and the Referrer, or for any other reason.

6.2.11.

taskpay™ reserves the right to disallow use of this promotion in its sole and absolute discretion, with respect to fair use of this promotion, and to prevent any suspected fraud.

6.2.12.

taskpay™ reserves the right to require submission of further information from any party applying to make use of this promotion, for investigating fraud and for risk management and related purposes.

6.2.13.

taskpay™ reserves the right to cancel or amend this promotion at any time.

6.2.14.

taskpay™ reserves the right to cancel the promotion in any region if it is deemed or becomes unlawful to offer the promotion to any resident of that region

6.2.15.

taskpay™ reserves the right to recover the fees from any Users participating in the 0% program should it discover at anytime that the Users were found not to be acting in good faith.

6.3.

“Billing Method” You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. taskpay™ will charge applicable Fees to the credit card account that You authorize ( “Authorized Card” ), and taskpay™ will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in the said currency.

6.4.

“Fee Payment” Fees and Additional Fees are due and payable per the terms of the User Agreement. If an automatic payment processing fails, taskpay™ may demand payment of the Fees, Additional Fees which are due, and any failed/returned payment fees, and temporarily disable the User’s access to the Technology, Service and/or taskpay™ until full payment is made.

6.5.

“Failure to Pay Fees” If we are not able to process payment of Fees for any reason, including payment failure using the Authorized Card or unaccepted License agreement, You will be notified and be given seven (7) days to correct the payment issue. During that period, we will make subsequent attempts to process payment using the Authorized Card. If those attempts are not successful, we will suspend Your usage of the Services at the end of the seventh (7th) day. We will continue to make attempts to process payment using the Authorized Card for seven (7) additional days, during which time You will not have access to the Services unless the payment processing is successful, at which point, Your access will be restored. If we are still unable to process payment at the end of the fourteen (14)-day suspension period, we will terminate Your access to all Services.

6.6.

“Fee Changes” In its sole discretion, taskpay™ reserves the right to modify its Fees in any manner, as applicable (User to be advised by electronic communication, such as email).

6.7.

“Fees Non-refundable” All Fee payments are final. taskpay™ does not provide refunds or credits of Fees, unless a refund is allowable under these Terms in the circumstances.

6.8.

“Breach of Payment Obligation” A failure to pay any Fees or Additional Fees when due is a material breach of the Agreement. This section shall survive termination of the Agreement

7.

“Taxes” In addition to the Fees under these Terms, User agrees to pay all applicable taxes related to the activities contemplated by these Terms, including without limitation any sales, use or ad valorem taxes, and excluding taxes based upon taskpay™’s net income. You are responsible for: (a) identifying to taskpay™ its main tax location where You will access the Services, and (b) remitting all applicable taxes to the appropriate local, state, national and international authorities. You shall reimburse taskpay™ for any taxes, interest and penalties levied against taskpay™ if You fail to remit. Where obligated by applicable law, taskpay™ will, for Your benefit, collect all applicable local, state, national or international taxes that are owed as a result of Your use of the taskpay™ or Service, and remit collected taxes to the appropriate taxing authority based on Your main billing address of record.

8.

“Promotion”

8.1.

We may display your company or business name, logo, images or other media as part of the taskpay™ Services and/or other marketing materials relating to your User account, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing

8.2.

You acknowledge that we may use the public description of your Products and the content of your profile information on taskpay™ for marketing and other related purposes.

9.

“Feedback, Reputation and Reviews”

9.1.

You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on taskpay™ from time to time without our prior written permission

9.2.

You may not do (or omit to do) anything that may undermine the integrity of the taskpay™ feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.

9.3.

Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Seller Products via taskpay™. You may not use your Seller or Buyer feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by taskpay™ or its related entities, without our written permission.

10.

“Identity / Know your customer”

10.1.

You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources

10.2.

You must also, at our request, provide copies of identification documents (such as your passport or drivers licence). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.

10.3.

We reserve the right to close, suspend, or limit access to your Account and/or taskpay™ Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section

10.4.

We reserve the right to update your particulars on taskpay™ Bot(s) in order to match any identity documentation that has been provided. Disbursements such as wire transfers from taskpay™ may only be made to the beneficiary matching your provided identity documents and account information

10.5.

If you are not Verified by taskpay™ you may not be able to withdraw funds from your taskpay™ Account, and other restrictions may apply

11.

“User Services”

11.1.

Upon the Buyer offering to buy a Product from the Seller, and the Seller`s acceptance on taskpay™, or the purchase of an item by a Buyer from the Seller, the Buyer and Seller will be deemed to have entered into a User Agreement under which the Buyer agrees to purchase, and the Seller agrees to deliver the Seller Products. You agree not to enter into any contractual provisions in conflict with the User Agreement

11.2.

You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Seller, or in any other uses you make of taskpay™.

11.3.

If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Agreement.

11.4.

Depending on their jurisdiction, Sellers and Buyers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded. Nothing in this User Agreement is intended to violate any laws relating to unfair contracts, and these Terms has been specifically redrafted to ensure compliance with unfair contracts legislation. To the extent that any component of this User Agreement is in conflict with inalienable rights under local laws, all parties intend for these Terms to be read down only insofar as to be in compliance with such local laws and no further.

11.5.

Each User acknowledges and agrees that the relationship between Buyers and Sellers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between taskpay™ and any User.

12.

“Special Provisions for Local Products”

12.1.

Each User acknowledges:

12.1.1.

taskpay™ does not review, approve, recommend or verify any of the credentials, licenses or statements of capability in relation to Local Products (or, for the avoidance of doubt, any non-Local Products on taskpay™);

12.1.2.

taskpay™ provides matchmaking and bot services only. Users agree that taskpay™ has no liability for any other aspect of service delivery or interaction between Buyer and Seller. taskpay™ is not a party to any disputes between Buyer and Seller, although we provide a dispute resolution mechanism to assist the parties in resolving issues;

12.1.3.

taskpay™ may from time to time include map features and taskpay™ may display the location of Users to persons browsing on that map. Every Buyer seeking services for Local Products will be asked to provide the location where the Local Product is to be performed. You expressly agree that taskpay™ has no liability for displaying such information

12.1.4.

A User must never disclose, in any Product posted, personal details such as the User's name, street number, phone number or the email address in any Product description for a Local Product or in any other public communication on taskpay™ (these may be disclosed for Local Products as required in private direct messages);

12.1.5.

taskpay™ may collect location related data from you via technologies including but not limited to GPS, IP address location, wifi, and by other methods. This data may be shared in the context of facilitating services for Local Products and each User specifically consents to this collection and sharing as part of these Terms

12.1.6.

Failure to perform or complete the transaction between the Buyer and Seller will constitute a breach of this User Agreement; and

12.1.7.

Our fees are applied to the purchase price for the Local Product. Any items purchased by the Seller as part of performing the service are between the Buyer and Seller.

13.

“Funds”

13.1.

You may have positive funds in your Account if you have prepaid for fees or charges or for services to be provided to you via taskpay™. If you are a Seller, you may have positive funds if you have successfully sold an item, and funds have been released to you. There are also circumstances where funds may have been credited to your Account in relation to an affiliate program or a referral program.

13.2.

Funds in your Account are held by us in our operating accounts held with financial institutions. Funds in your Account are not held separately by us, and may be commingled with our general operating funds, and/or funds of other Users’ Accounts.

13.3.

You are not entitled to any interest, or other earnings for funds that are in your Account.

13.4.

We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.

13.5.

If your Account has negative funds, we may:

13.5.1.

set-off the negative amount with funds that you subsequently receive into your Account;

13.5.2.

if you have funds in multiple currencies in your Account and one of the currencies becomes negative for any reason, we may set-off the negative amount against funds you maintain in a different currency (at an exchange rate applied by us);

13.5.3.

reverse payments you have made from your Account to other User Accounts on taskpay™;

13.5.4.

deduct amounts you owe us from money you subsequently add or receive into your Account; or

13.5.5.

immediately suspend or limit your Account until such time as your Account no longer has a negative amount.

13.6.

In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.

13.7.

We reserve the right to collect any funds owed to us by any other legal means.

13.8.

You acknowledge and agree that:

13.8.1.

we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;

13.8.2.

the funds shown in your Account (which may include Milestone Payments and/or any prepayment of fees and charges which you owe to us) represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Seller Products through taskpay™ and provision of the taskpay™ Services;

13.8.3.

if you were a User acquired in an acquisition and your account was migrated to taskpay™, we are responsible for your positive funds only to the extent of the legal documentation between us and any acquired marketplace, along with these Terms, and you acknowledge specifically that the onus is on you to confirm the validity of your fund, and that any understatement or misstatement in relation to this is not a claim against us, and belongs with the counter-party of any prior user agreement to which you agreed;

13.8.4.

to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;

13.8.5.

we are not acting as a trustee or fiduciary with respect to such funds or payments;

13.8.6.

the amount of funds showing in your Account is not insured and is not a guaranteed deposit;

13.8.7.

funds may only be loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on taskpay™ to pay for, or receive funds in respect of Seller Products;

13.8.8.

any refunds required to be processed in your favor will be returned only to the source of the original deposit, and cannot be redirected to any other payment source;

13.8.9.

we will hold funds in respect of the amount of your Account (including Milestone Payments) in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and

13.8.10.

we may commingle your funds with funds of other Users and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.

14.

“Limits & Fraud Prevention”

14.1.

We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.

14.2.

If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.

14.3.

We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:

14.3.1.

we believe there may be an unacceptable level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;

14.3.2.

we believe that the beneficiary of the payment is someone other than you;

14.3.3.

we believe that the payment is being made to a country where we do not offer our Service; or

14.3.4.

we are required to do so by law or applicable law enforcement agencies.

14.4.

If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behavior, while we investigate any such matter.

15.

“Refunds”

15.1.

You may ask for a refund at any time for any funds that you have paid into your Account except if the amount to refund relates to a Milestone Payment or relates to fees or charges payable to us

15.2.

If the amount the User has asked to refund relates to a Milestone Payment, the Dispute Resolution Process in these Terms must be followed.

15.3.

If we agree to the refund, the funds will be received by the User via the same payment method(s) that the User used to make the original payment to us.

15.4.

We may refund funds to Users irrespective of whether a User has requested funds to be refunded if: (i) we are required by law or consider that we are required by law to do so; (ii) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (iii) we refund funds to the User in accordance with any refund policy specified by us from time to time; (iv) we find out that the original payment made by the User is fraudulent; (v) the User made a duplicate payment in error; or (vi) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback

15.5.

You can request a refund by using our User support website or emailing us at [email protected]. Once you have made a Milestone Payment, you expressly agree to use the Dispute Resolution Process herein, expressly agree to be bound by its ruling and expressly agree not to initiate any chargeback request with your card issuer.

15.6.

If you initiate any chargeback request or other `Request for Information` or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.

15.7.

If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.

15.8.

If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.

16.

“Withdrawals”

16.1.

Your first withdrawal of funds earned may be delayed for up to fifteen days for security and fraud purposes.

16.2.

Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies require a delay

16.3.

We may impose a minimum withdrawal amount for funds earned. This is set out in our Schedule of Fees and Charges.

16.4.

We may require you to be Verified by taskpay™ before you can withdraw funds from your taskpay™ Account, irrespective of whether or not a delay has been enforced. For details of how to become Verified by taskpay™ please visit ________________________________.

16.5.

You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know your customer policy, as outlined in the section on `Identity / Know your customer` sections of these Terms.

17.

“Chargebacks”

17.1.

A chargeback (being a challenge to a payment that a User files with their card issuer or financial institution), and any subsequent reversal instruction, is made by the payment service issuer or third parties (such as payment processors) and not by us. We are bound to follow such instructions.

17.2.

You acknowledge and agree that we will be entitled to recover any chargebacks and reversals that may be imposed on us by a payment service issuer or third parties (such as payment processors) on funds paid to you by Buyers through taskpay™, as well as any processing or any other fees whatsoever incurred by us on those chargebacks and reversals.

17.3.

You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment service issuer or third parties (such as payment processors). If you initiate any chargeback request or other `Request for Information` or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.

18.

“Inactive Accounts”

18.1.

User Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User's profile, portfolio storage, Product in directories, promotion of your profile on taskpay™ and elsewhere, provision of file storage services, message transmission, general administrative matters and message and other storage costs.

18.2.

The length of the period and the amount of the maintenance fee is set out in our Schedule of Fees and Charges.

18.3.

We reserve the right to close an Inactive Account.

18.4.

We reserve the right to close an account with nil or negative funds.

19.

“Right to Refuse Service”

19.1.

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:

19.1.1.

if we determine that you have breached, or are acting in breach of this User Agreement;

19.1.2.

if you under-bid on any Product in an attempt to renegotiate the actual price privately, to attempt to avoid fees;

19.1.3.

if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;

19.1.4.

if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;

19.1.5.

you do not respond to account verification requests;

19.1.6.

you do not complete account verification when requested within 3 months of the date of request;

19.1.7.

you are the subject of a United Nations, Australian, EU, USA or other applicable sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;

19.1.8.

to manage any risk of loss to us, a User, or any other person; or

19.1.9.

for other reasons.

19.2.

If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.

19.3.

Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

19.4.

You acknowledge and agree that: (i) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (ii) if you breach this User Agreement, we may fine you up to $3,000 USD for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (iii) a fine of up to $3,000 USD is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (iv) we may release the entire (or part of the) amount of the fine from your Account to us.

19.5.

If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.

19.6.

In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

20.

“Milestone Payments”

20.1.

We do not operate an escrow service in relation to products traded on taskpay™. We do however, provide a service on taskpay™ which allows controlled payments to be made with respect to goods and service, called Milestone Payments.

20.2.

Subject to the User Agreement, the Buyer can make a Milestone Payment which will be locked from the buyer's Account and cannot be claimed by the Seller until:

20.2.1.

the Buyer and Seller agree that the funds can be claimed by the Seller;

20.2.2.

if there is a dispute, the Buyer and Seller have concluded the Dispute Resolution Process and the Dispute is resolved in the Seller's favour;

20.2.3.

the Buyer instructs us to pay a Seller for goods delivered or services performed by the Seller in respect of a Product or service; or

20.2.4.

the Buyer acknowledges that the Seller has completed the transaction fully and satisfactorily.

20.3.

If a Buyer does not approve of the Seller's product, the parties may elect to resolve the issue under the Dispute Resolution Process.

20.4.

If we have not received any instructions or dispute from a Buyer or Seller in respect of a Milestone Payment within six months or any other reasonable length of time after the day that the Milestone Payment was paid and the Buyer has not logged into their Account during that time, the Milestone Payment will be unlocked and released back to the Buyer.

20.5.

If a Seller shall have made a payment request through our service and the same shall not have been acted upon by the Buyer, either by accepting or rejecting such payment request, we shall be obligated to immediately release the funds or Milestone Payment in full to the Seller upon expiry of fourteen (14) days from the date such Milestone Payment Request is made.

21.

“Requirements for Californian Users and Milestone Payments”

21.1.

In the State of California, United States of America, Milestone Payments are regarded as regulated escrow activity.

21.2.

This Section deals with and applies to Milestone Payments that are connected to California, i.e. where a User, being a Buyer or a Seller, is ordinarily resident in California, United States of America ( “California User” or “California Users” ).

21.3.

So that we can continue to serve our California Users, we shall subcontract a licensed third party or a business owned and separately operated by taskpay™ to facilitate escrow transactions on behalf of a Buyer and/or Seller either of whom is a California User, and to hold the funds in relation to any Product. Until further notice, there will be no Additional Fees for facilitating an escrow transaction initiated as a result of this Section.

21.4.

Where a California User is a Buyer or Seller in relation to any Product, and a Buyer seeks to initiate a Milestone Payment, the Users will be directed to complete Milestone Payments through our authorized third party as a Transaction ( “California Transaction” ) in accordance with such third party’s Terms of Use and General Instructions.

21.5.

As part of using the third party service, you authorize taskpay™ to share your information with the third party to complete the third party’s identity verification and know your customer procedures.

21.6.

On completion of the work related to the Milestone Payment, the Seller will direct IES to disburse the proceeds of the Escrow.com Transaction to the User’s Account with taskpay™.

22.

“Accepted Currencies for Milestone Payments and California Users”

22.1.

We currently support Transactions in one major currency and 4 cryptocurrencies; U.S. Dollars, BTC, ETH, USDC and USDT ( “Supported Currencies” ). If a buyer's Payment Method is denominated in a currency other than the Supported Currencies, a currency conversion will be required for the Milestone Payment to be made. We will display foreign currency conversion rates that taskpay™, our authorized third-party service providers, or our Affiliates currently make available to convert supported foreign currencies to one of the Supported Currencies.

22.2.

These foreign currency conversion rates adjust regularly based on market conditions. Wholesale currency conversion rates at which taskpay™ or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Service. Each User, in its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to one of the Supported Currencies at the foreign currency conversion rate displayed on the Service. A list of supported foreign currencies is available on the Service. If foreign currency conversion is required to make a payment in one of the Supported Currencies and either taskpay™, our authorized third-party service providers, or our Affiliates do not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Service, our authorized third-party service providers, or one of our Affiliates will charge, debit, or credit the User's Payment Method and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Service is at the User's sole risk. taskpay™, our authorized third-party service providers, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than one of the Supported Currencies. taskpay™, our authorized third-party service providers, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending.

23.

“Release and Delivery of Amounts Held”

23.1.

Buyers and Sellers in a California Transaction irrevocably authorize and instruct us to release applicable portions of the Milestone Payment held by us or our authorized third-party service providers (each portion, a Release ) to the Seller or in the event of a refund, the Buyer, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of any Release will be delivered to the applicable taskpay™ Account in accordance with Seller’s or Buyer’s authorization, as above, these Instructions, and our authorized third-party service provider’s Terms of Service and General Instructions.

23.2.

As used in these Instructions, Release Condition means any of the following:

23.2.1

Buyer clicks to release funds to Seller.

23.2.2.

Buyer does not take any action for 14 days from the date of a Seller’s Release request, in which case Seller and Buyer agree that our authorized third-party service provider is authorized and irrevocably instructed to immediately release to Seller the amount associated in the applicable milestone in connection with such Release request.

23.2.3.

Seller cancels the contract before a Milestone Payment has been released to Seller, in which case the funds are to be returned to the Buyer.

23.2.4.

Buyer and Seller have submitted joint written instructions for a Release to either Seller or Buyer, as applicable.

23.2.5.

Buyer and Seller agree to close the contract without release of funds, in which case the funds are to be returned to the Buyer.

23.2.6.

Buyer or Seller has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Resolution Service, in which case the funds are released to the Party that has made its Arbitration Payment.

23.2.7.

Both Buyer and Seller have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Resolution Service, in which case the funds are released to the Buyer.

23.2.8.

Buyer or Seller has failed timely to respond to a taskpay™ Dispute Resolution Service notification as required by the Dispute Resolution Service, in which case the funds are released to the User that has participated.

23.2.9.

Buyer or Seller otherwise has failed to comply with the Dispute Resolution Service, in which case the funds are to be released to the User that has complied with the Dispute Resolution Service.

23.2.10.

Submittal of a final award of an arbitrator appointed pursuant to the Dispute Resolution Service, in which case the funds will be released in accordance with such award.

23.2.11.

Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.

23.2.12.

taskpay™ believes, in our sole discretion, that fraud, non-payment, illegal act, or a violation of taskpay™’s Terms has been committed or is being committed or attempted, in which case Buyer and Seller irrevocably authorize and instruct us and our authorized third-party service providers to take such actions as taskpay™ deems appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

24.

“Milestone Dispute Resolution Services”

24.1.

taskpay™ offers Milestone Dispute Resolution Services to Users who have elected to use the Milestone Payment feature. You agree and acknowledge that: (i) taskpay™ is not providing legal services; (ii) taskpay™ will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on taskpay™ for any such counsel.

24.2.

In the event of a dispute between a Buyer and a Seller regarding a return or release of Milestone Payments, either Buyer or Seller may elect to use the Milestone Dispute Resolution Services offered by taskpay™ as set out in the Milestone Disputes Policy. The Buyer and Seller will then be notified that the matter will be addressed through Milestone Dispute Resolution Services.

24.3.

You agree to indemnify and (to the maximum extent permitted by law) hold taskpay™ and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Milestone Payments and/or Milestone Dispute Resolution Services.

25.

“Other Disputes With Users”

25.1.

You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Product that you will first attempt to resolve any differences that you have in relation to such Product, including in relation to the quality of the services provided.

25.2.

If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a Product we encourage you to contact us through the means provided in our contacts sections.

25.3.

You agree that any dispute that is not related to a Milestone Payment (which must be dealt with in accordance with the Milestone Disputes Policy) arising between you and another User will be handled in accordance with this clause. taskpay™ will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, taskpay™ shall have the right to request the Seller and the Buyer to provide documentation in support of their claim or position in relation to the dispute. You agree that taskpay™ has absolute discretion to accept or reject any document provided. You also acknowledge that taskpay™ is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold taskpay™ and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.

25.4.

In relation to disputes with any other users of taskpay™, you hereby agree to indemnify taskpay™ from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Milestone Dispute Resolution Services for Milestone Payments and/or for Other Disputes.

25.5.

The taskpay™ Code of Conduct applies to all the services offered by taskpay™, including, but not limited to, the Milestone Dispute Resolution Services. It is agreed by you that you will make every endeavour at fair play and post reasonable and fair demands/offers on your dispute. No conduct relating to threats, blackmail, intimidation or inducement of users to leave positive feedback will be tolerated, in particular any refusal to provide either deliverables or payment in relation to the provision of feedback.

25.6.

A User found to be in breach of the Code of Conduct during the Milestone Dispute Resolution Service process may automatically lose the dispute in favour of the other party involved, regardless of the origin of the dispute. The User who breached the Code of Conduct may also incur further disciplinary action. For more information, read the Code of Conduct.

26.

“Currencies”

26.1.

Rates displayed on various platforms are based on a conversion from the originating currency using indicative market exchange rates. You understand and agree that these rates are only indicative and the amount specified in the origin currency is the actual amount.

26.2.

As a convenience service, you may withdraw funds in another currency. If you wish to do so, you will be quoted an exchange rate which will be available for the time specified, which you may choose to accept. We may charge a fee for effecting the currency conversion transactions. This fee will be embedded within the rate provided to you and the currency exchange will be settled immediately.

26.3.

We reserve the right to reject any request for a conversion of currency at any time.

26.4.

You are responsible for all risks associated with converting and maintaining funds in various available currencies, including but not limited to the risk that the value of these funds will fluctuate as exchange rates change, which could result in decreases in the value of your funds in aggregate. You must not use (or attempt to use) taskpay™ to engage in speculative trading, which could result in substantial losses. We are not a financial services provider.

26.5.

All information included on taskpay™ or on our platforms in respect of currency conversion is general information only. Use of currency conversion is at your own risk. Currency conversions are final and irreversible.

27.

“Products”

27.1.

Sellers can promote a Product hosted on taskpay™ by providing a Product Brief and paying the Product Prize in accordance with our instructions provided on taskpay™. A Seller acknowledges and agrees that it is solely responsible for the operation and promotion of the Product and warrants that it will comply with all applicable laws in respect of the operation and promotion of the Product. We have no liability for loss suffered by a User in connection with a Product including but not limited to loss suffered (or penalties imposed) in connection with any contravention of law

27.2.

Entrants may submit their entries in image, video, text or other format as specified on taskpay™. All entries must comply with the Product Brief and must not infringe any Intellectual Property Rights. Any entry which infringes any Intellectual Property Rights will be an ineligible entry and subject to removal either by the Seller or us and subject to action as per our Copyright Infringement Policy.

28.

“Survival and Release”

28.1.

These Terms supersedes any other agreement between you and the Company. If any part of this document is found to be unenforceable, that part will be limited to the minimum extent necessary so that this document will otherwise remain in full force and effect. Our failure to enforce any part of this document is not a waiver of any of our rights to later enforce that or any other part of this documents. We may assign any of our rights and obligations under this document from time to time.

28.2.

If there is a dispute between participants on our platform, or between Users and any third party, you agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: `A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.`

29.

Digital Signature and Communications” By clicking to fund Milestone (a “Funding Approval” ) or to accept a contract, Users are deemed to have executed these Terms electronically, pursuant to California Civil Code Section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the “E-Sign Act” ). Doing so constitutes an acknowledgement that Users agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Terms.

30.

“Payment Administration Agent”

30.1.

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate, affiliates, or any other third party to act as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf.

30.2.

Such appointed bodies corporate will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by taskpay™.

31.

“Referral Program”

31.1.

For a limited promotional period, taskpay™ will provide site credits or reduced fees limited to certain Users as a reward for referrals of new Buyer users. The promotion is based on existing users of taskpay™ ( “Referrers” ) referring new Buyer users ( “Referees” ) with the intention undertake their first transaction. In some cases, the credit may be given in the form of coupon links or codes.

31.2.

The foregoing is subject to the following conditions:

31.2.1.

The Referrer must be an existing user of taskpay™.

31.2.2.

All members of the program, referrer and referees are subject to all other terms and conditions of taskpay™, which in case of dispute, are held above this section.

31.2.3.

All members of the program must be of the legal age in their relevant or applicable jurisdictions.

31.2.4.

Referees must be referred using the specific promotional links on ______________________________________ or via links in email or other promotional correspondence specific to this promotion.

31.2.5.

Users may be asked to provide verification of payment or other User information before receiving the credit.

31.2.6.

Any site credit that has been given in relation to this promotion may expire at any time determined by taskpay™.

31.2.7.

Referrers will receive credit when the relevant matching Referee User fully releases a minimum of $50 worth of milestone payments with respect to a new Product.

31.2.8.

This site credit may only be used for the purpose of establishing a milestone payment or payment of site Product or Product fees.

31.2.9.

taskpay™ reserves the right to review classifications of Referees as new Buyers for the purpose of this promotion, to ensure fair use of this promotion. To be eligible for this promotion, Referees must not have had any active account on taskpay™ from which a payment was made within the six (6) months immediately prior to creating the new account

31.2.10.

taskpay™ may require that both parties fill in and complete their profiles and/or pass identity checks before payments are released.

31.2.11.

This promotion may be withdrawn for a specific User or set of Users, if significant reversals, fraud or chargebacks are observed, if taskpay™ believes that there is a risk of funds being subject to reversal or chargeback, in cases of disputes between Referee and Referrer, or for any other reason.

31.2.12.

For any specific Referrer user, taskpay™ may choose to cap the maximum value of site credit accrued by an individual or collection of Users.

31.2.13.

taskpay™ reserves the right to disallow use of this promotion in its sole and absolute discretion, with respect to fair use of this promotion, or to prevent any suspected fraud.

31.2.14.

taskpay™ reserves the right to require submission of further information from any party applying to make use of this promotion, for investigating fraud and for risk management and related purposes, in particular to request evidence of a bona fide transaction with the Service credit.

31.2.15.

taskpay™ reserves the right to cancel or amend this promotion at any time.

31.2.16.

taskpay™ reserves the right to cancel the promotion in any region if it is deemed or becomes unlawful to offer the promotion to any resident of that region.

31.2.17.

taskpay™ reserves the right to cap the total site credit available under the program.

31.2.18.

Any site credit may not be duplicated, sold, traded or transferred in any manner, including but not limited to being withdrawn for cash.

31.2.19.

taskpay™ reserves the right to reverse credit earned if it determines that the referrers or referees are not acting as Users of the Service in good faith.

31.2.20.

Referrals should have unique payment sources in order to qualify the parent for the referral credit.

31.2.21.

Bonus credit is only reserved for referring Users who act at all times in good faith and who signed up to the Service with actual intent of using taskpay™ or taskpay™ Bot(s) for their intended purposes.

31.2.22.

taskpay™ reserves the right to remove credit or remove Users from participating in the program if the company determines the users to be acting in bad faith and are abusing the program.

31.2.23.

The decisions of taskpay™ are final. No compromise or settlement will be entered into in this regard.

31.2.24.

taskpay™, its employees and its related companies are not eligible to participate in this program.

31.2.25.

Any term or condition in these terms found to be void, unenforceable or illegal may be severed and the remaining terms and conditions will continue in full force and effect.

31.2.26.

taskpay™ reserves the right to set the bonus credits for each individual referrer and individual referral users and to release said bonus credit in any currency it deems fit.

31.2.27.

taskpay™ is not liable for any loss or damage whatsoever which is suffered (including but not limited to, direct or consequential loss) or for any personal injury suffered or sustained in connection with entry into the competition.

32.

“Term and Termination”

32.1.

“Term” Your access to the Services shall be for an indefinite period ( “Term” ) unless you choose to close your account with Us or the same is deactivated pursuant to these Terms.

32.2.

“Termination”

32.2.1.

You may terminate Services by closing your account on the Account page in Your Account or as provided hereunder. Upon termination by either party for any reason:

32.2.1.1.

taskpay™ will cease providing You with the Services;

32.2.1.2.

any outstanding balance owed to taskpay™ or any User for Your use of the Services through the effective date of such termination will immediately become due and payable in full; and

32.2.1.3.

Your taskpay™ Service will become unavailable for Your use.

32.2.2.

“Legal Requirement for Termination” The Agreement may be terminated to the extent permitted by law, if taskpay™ suffers an Insolvency Event.

32.3.

“Effect of Expiration or Termination” Upon expiration or termination of these Terms, the licenses granted under these Terms shall terminate immediately. For financial and governmental audit needs, User Materials will be retained by taskpay™ for the minimum period required by applicable law after expiration or termination and for a further period of time as may be determined by taskpay™ in its sole discretion.

32.4.

Notwithstanding the foregoing, taskpay™ reserves the right to modify or terminate Your Account, with or without reason, without notice at any time. Your continued use of the Services, if any, beyond the termination date shall be pursuant to these Terms.

33.

“Suspension and Termination of the Service”

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if we believe you have violated these Terms or the Restrictions and Responsibilities herein.

34.

“Data Access”

34.1.

The User is obliged to provide taskpay™ will all the data necessary for performance of the services as contractually agreed upon.

34.2.

The data will usually by delivered by connecting User’s taskpay™ account via an application programming interface (API).. Once an account has been connected to the taskpay™, advertising and sales data will be synced to taskpay™’s databases on an ongoing basis, regardless of whether the User is transacting or not, until such time that the User revokes API access or that the User requests the deletion of their account. Instructions to delete an taskpay™ account are available here ______________________________________________.

35.

“Confidentiality”

35.1.

“Confidential Information” Each party (the “Receiving Party” ) understands that the other party (the “Disclosing Party” ) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of taskpay™ includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of User includes non-public data provided by User to taskpay™ to enable the provision of the Services ( “User Data” ). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Each Party remains sole owner of the intellectual property rights it owned prior to the execution of the Agreement. User authorizes Company to collect, use, analyze and process User Data, to combine the User Data with taskpay™ Data in order to perform the Service for the User. taskpay™ shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, taskpay™ shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and taskpay™ will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.taskpay™ taskpay™

35.2.

“Non-Confidential Information” Confidential Information does not include any information that: (a) is or becomes publicly available through no action or inaction of the receiving party, (b) is already in the receiving party’s possession at the time of disclosure and is not subject to confidentiality obligations, (c) the receiving party obtains from a third party without a breach of the third party’s obligations of confidentiality, (d) the receiving party independently develops without use of the disclosing party’s Confidential Information, or (e) a party agrees in writing is free of restrictions.

35.3.

“Legal Disclosure” If either party receives a subpoena or other validly issued judicial process requesting, or is required by a government agency to disclose the other party’s Confidential Information, the receiving party shall notify the disclosing party, unless doing so would violate the subpoena or process, and, upon the disclosing party’s request shall reasonably cooperate to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information at the disclosing party’s sole expense. All confidentiality obligations survive the Term and shall remain in effect until such Confidential Information ceases being Confidential Information through no fault of the receiving party or if the parties agree in writing to terminate their confidentiality obligations, provided, however, that any item of Confidential Information that constitutes a trade secret (as such term is defined in the Uniform Trade Secrets Act as adopted by the State of Wyoming) shall remain subject to non-disclosure under these Terms for as long as such item continues to constitute a trade secret (as so defined).

35.4.

“Breach of Confidentiality” The parties agree that breach of this confidentiality obligation will cause irreparable damage that cannot be fully remedied through the payment of monetary damages and that the injured party has the right to obtain injunctive relief for any such breach or threatened breach without the obligation of posting bond, in addition to any other remedies available at law or in equity. Notwithstanding the foregoing, either party may make disclosures as required by law as reasonably advised by its legal counsel without the consent of the other party and in such event, the disclosing party will provide at least five (5) business days prior written notice of such disclosure unless prohibited by law and/or the Agreement. Subject to its confidentiality obligations, taskpay™ reserves the right to provide the Services to Your competitors and makes no promise of exclusivity in any particular market segment.

36.

“User Responsibilities”

36.1.

“Privacy / Security / Cookies” You must have and enforce a privacy policy that complies with all applicable laws, rules and regulations including without limitation the treatment of all personal information in accordance with European Union and other non-U.S. applicable laws and governing authorities to the extent that You sell into international marketplaces or otherwise is subject to the laws of those authorities. You must secure buyer information and not allow buyer information to be disclosed except in accordance with Your privacy policy. You must establish security processes to protect personal information in accordance with applicable laws and at least as restrictive as industry standards, but no less than reasonable care. You acknowledge that Your information and Your buyers’ information (personal or otherwise) may be transmitted to the United States or European Union and other non-U.S. jurisdictions as a result of taskpay™ providing the Services. In cases in which the Data Protection Law of the European Union applies to the provision of Services, the parties will comply with all the applicable data protection agreement terms. For the purposes of this Section, applicable Data Protection Law has the meaning attributed to this term in this URL: https://www.taskpay.com/privacy-policy/. You acknowledge and agree that Your use of the Services, including information transmitted to or stored by taskpay™, is authorized by Your privacy policy and any terms and conditions You may have in place with Your Users. You understand that Your User Materials (not including buyer and credit card information) may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. User and credit card information is always encrypted during transfer over networks and also when stored at rest. As a condition to use the Service, Technology, and/or taskpay™, User must ensure that User’s privacy statement discloses the use of cookies or similar technologies that may be used by User or a third party (including taskpay™) to track browsing and purchasing habits, and such use of cookies complies with all applicable laws, rules and regulations, foreign law, treaties, and conventions, including any opt in and opt out requirement.

36.2.

“CCPA” In cases where taskpay™ handles the Personal Information of California residents on User’s behalf in connection with the Services, the parties will comply with the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. ( “CCPA” ) and the following terms will apply: (a) taskpay™ at all times under these Terms is acting as User’s Service Provider and has been engaged by User for the Business Purpose of providing the Services detailed in these Terms; (b) taskpay™ will not Sell Personal Information it handles in connection with the Services; (c) taskpay™ will not retain, use or disclose Personal Information for any purpose other than for the specific Business Purposes authorized by User; and (d) To the extent required by applicable law, taskpay™ will provide a mechanism for User to handle individual requests involving Personal Information, or assist User in handling such requests. All capitalized terms in the foregoing sentence not otherwise defined in these Terms shall have the meaning detailed in the CCPA.

36.3.

“Suspension of Access” taskpay™ may suspend or terminate User’s access to the Services immediately, without prior notice to User, if taskpay™ believes, in good faith, that User is utilizing the Services for any illegal, abusive, or disruptive purpose. In addition, notwithstanding any other provision of these Terms, User acknowledges that taskpay™ shall have the right to restrict or suspend User’s access to the Services if in taskpay™’s sole determination any of the following circumstances occurs: (i) full or partial interface failure; (ii) a breach in the security of the Services; (iii) a material breach by User of User’s obligations under these Terms; or (iv) in order to comply with applicable law.

36.4.

“Languages” The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and taskpay™’s Terms of Service available in another language, the most current English version of the Terms of Service will prevail.

36.5.

“Channel Accounts” You are responsible for opening and maintaining in good standing Your own accounts with the applicable taskpay™ Channels and agreeing to, and complying with, all applicable requirements. You authorize Us on Your behalf, to access the Channels with which You have established a taskpay™ account to retrieve and post information in furtherance of the Services. You are responsible for all third-party Fees payable to Channels and other third-party providers and unless expressly agreed to otherwise with taskpay™, You will pay those fees directly to the Channels in accordance with their applicable payment terms.

36.6.

“Compliance with Laws” The parties agree that at all times during the Term they comply with all applicable laws, rules and regulations and codes as updated from time to time related to their performance of their obligations under these Terms and, as to You, activities that You undertake in connection with Your use of the Services, including without limitation those governing the online sale of goods and services, those governing anti-bribery and anti-corruption, including without limitation the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 ( “FCPA” ), respectively, and U.S. export controls and trade sanctions and economic embargoes. You shall not use the Services for any illegal or unauthorized purpose.

36.7.

“Product Information and User Materials” User is responsible for providing all Product Information and User Materials in local languages and for providing buyer support in those local languages, unless expressly stated in a writing signed by the parties.

37.

“Aggregated Data”

While User Data shall remain the property of User, taskpay™ is permitted to aggregate and anonymize User Data and/or other data that User provides to taskpay™ or that is related to User’s use of the Services ( Aggregated Data ), provided that such Aggregated Data is anonymized and does not identify to any third party that User is the source of the Aggregated Data. taskpay™ shall be the owner of the Aggregated Data and reserves the right to use, license, and sublicense the Aggregated Data.

38.

“Beta Testing”

38.1.

“Beta Testers” taskpay™ may, in its sole discretion, offer eligible Users the opportunity to be Beta Testers of the Service or new features or versions of the Service from time to time, in a manner authorized by taskpay™, and as subject to the Agreement.

38.2.

“Beta Test Period” If You subscribe to the Service as a Beta Tester for a period of time ( “Beta Test Period” ), the length of any such Beta Test Period may vary and will be indicated at the time You register for Your subscription.

38.3.

“Expiration” You will be notified when Your Beta Test Period will expire. If Your Beta Test Period expires and You have not subscribed to a paid subscription to the Service, You will still be able to access some of the Service (very limited features), but You will no longer be able to manage orders, view inventory reports, or access other features at taskpay™’s sole discretion.

38.4.

“Subject to the Agreement” If You subscribe to the Service as a Beta Tester, You are subject to the terms of the Beta Test Agreement and these Terms. taskpay™ may discontinue the Beta Testing at any time in its sole discretion. The Services as provided during the Beta Test Period may not work the same way as a final version. taskpay™ may change or not release a final version of such Service in its sole discretion.

38.5.

“Confidentiality” The Services provided during the Beta Test Period and all materials relating thereto are taskpay™’s Confidential Information.

39.

“Representations and Warranties”

39.1.

“User’s Warranty and Limitations”

39.1.1.

User represents and warrants that User will not engage in the activities prohibited in these Terms and the Product Information and User Materials (i) is owned (or validly licensed for all uses required under the Agreement) by User or is in the public domain, (ii) does not constitute defamation, libel, or obscenity, (iii) does not result in any consumer fraud, product liability, or breach of contract, or cause injury to any third party and (iv) does not contain, and will not introduce into the Technology, Service and/or the taskpay™, any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware, malicious code or computer programming routines which may interfere with or disrupt the Services and/or taskpay™.

39.1.2.

User represents and warrants that User will use the Services only in compliance with all applicable laws and regulations. User hereby agrees to indemnify and hold harmless taskpay™ against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of Services. Although taskpay™ has no obligation to monitor User’s use of the Services, taskpay™ may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

39.1.3.

User represents and warrants that each User Website that utilizes any Service shall contain all of the appropriate disclosures regarding the collection and use of user data as required by applicable laws and User shall fully comply with all of the privacy-related laws and industry privacy guidelines of each country in which it has users. Without limiting the foregoing, each User Website that utilizes any Service shall include, where required by law, an opt-in mechanism and any required notices including but not limited to a legally sufficient privacy policy.

39.2.

“taskpay™’s Warranty and Limitations” taskpay™ represents and warrants that:

39.2.1.

it has the right to provide the Service as contemplated under these Terms and that the provision of the Service in accordance with these Terms does not and will not infringe any Intellectual Property rights of third parties in locations where the Services are provided. Upon taskpay™’s determination, in its sole discretion, that the use of the Service infringes upon the rights of any third party, taskpay™ may, at its sole discretion and own cost and expense and without further liability or obligation to User, either: (i) procure the right for User to continue to license the Service, (ii) modify the Service in such a way that the use thereof does not infringe on the rights of third parties, or (iii) terminate the Agreement by notice to User and refund any Fees paid in advance for the license to use the Service during the remaining (on a pro rata basis) unused portion of the Term after the termination date, if any. taskpay™ shall have no liability or obligation with respect to any infringement claim if the infringement is caused by: (i) a modification made by User to an item, software, or Service supplied by taskpay™ or a modification made by taskpay™ at User’s request, (ii) use of the Service, in an application or environment, or other than as intended under the Agreement, (iii) User’s unauthorized use of the Services, (iv) taskpay™ acting in accordance with User’s specifications or guidelines, or (v) the combination, operation or use of the Service, with other third party product(s) not supplied by taskpay™;

39.2.2.

the Technology, the Service and taskpay™ do not currently contain, and taskpay™ will not intentionally introduce into the Technology, Service and/or the taskpay™, any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware, malicious code or computer programming routines; and

39.2.3.

the Service will operate and function substantially as described on taskpay™. Such warranty shall only apply if the applicable Service has been utilized by User in accordance with the Documentation, these Terms, and applicable laws, rules and regulations, foreign law, treaties, and conventions. Such warranty is made to and for the benefit of User only. User’s sole and exclusive remedy for taskpay™’s breach of this warranty shall be that taskpay™ shall use commercially reasonable efforts to modify the Services to achieve in all material respects the functionality described in the Agreement and, if taskpay™ is unable to restore such functionality, User shall be entitled to terminate these Terms and receive a pro-rata refund of the Fees paid under the Agreement for the unused portion of the then current Term and taskpay™ shall have no further liability or obligations. taskpay™ shall have no obligation with respect to a warranty claim unless notified in writing of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent in accordance with these Terms.

40.

“Disclaimers / Limitation of Liability”

40.1

“Channel Access and Availability” taskpay™ does not control, and is not responsible for: the (a) quality, safety or legality of products or services available through Channels, (b) truth or accuracy of the content from Channels, or (c) availability or technical capabilities of Channels or links to Channels. taskpay™ is not responsible for content supplied by third parties, or for actions You take in reliance on that content. taskpay™ has no liability to You for failures based on services not provided by taskpay™. In its sole discretion, taskpay™ may change available Channels from time to time including without limitation discontinuing or adding new Channels.

40.2.

“Change in Service Structure” From time to time, taskpay™ may change the Services’ structure, features, layout, design or display, as well as the scope and availability of the information and content therein, without prior notice. Changes of this type by their very nature may result in glitches or cause inconvenience of some kind. User agrees and acknowledges that taskpay™ does not assume any responsibility with respect to, or in connection with the introduction of such changes or from any malfunctions or failures that may result therefrom.

40.3.

“Compliance with Applicable Law” User bears sole and exclusive responsibility for complying with any applicable laws regarding its use of the services, including, but not limited to, any laws and regulations regarding the protection of personal information. taskpay™ takes no responsibility for any claim which may arise out of or in connection with User’s use of the services in breach of applicable law.

40.4.

“Liability Cap” taskpay™ is not liable to you or any third party for the failure of a person to enter into a transaction by means of your use of the Services or other software licensed. You are solely responsible for all selection of parties with whom You do business, and for terms and conditions of Your agreements with those parties and with Channels. taskpay™ has no responsibility for the quality or availability of goods or services provided by You, any buyer's ability to pay, any third party's compliance with the terms of a transaction, or for any injury, loss or damage caused or alleged to have been caused by the goods or services obtained by a buyer or sold by You through use of the services. taskpay™ shall not be liable to You for any lost profits, loss of data, or any form of indirect, special, incidental, punitive, or consequential damages of any character from any causes of action of any kind with respect to these terms, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not You have been advised of the possibility of such damage.

40.5.

“Limitation of Liability” To the maximum extent permitted by applicable law, and except in the event of intentional misconduct or breach of taskpay™’s confidentiality obligations, taskpay™, including its employees, directors, officers, shareholders, advisors, and anyone acting on its behalf, will not be liable for any indirect, incidental, consequential, special, statutory or punitive damages, losses (including loss of profit, loss of business or business opportunities and loss of data), arising from, or in connection, with these Terms, any use of, or the inability to use the services or the output data, any reliance upon the output data, or any error, incompleteness, incorrectness or inaccuracy of the services or the output data.

40.6.

“Disclaimer of Warranties” Your use of the Services is at Your sole risk. The Services are provided on an as is and as available basis without any warranty or condition, express, implied or statutory. taskpay™ makes no warranties, whether express, implied or statutory, with respect to the Services or taskpay™ Marks. taskpay™ disclaims any and all warranties with respect to the Services and taskpay™ Marks including without limitation any warranties against infringement and implied warranty of merchantability or fitness for a particular purpose, and warranties that the services will operate uninterrupted, securely, defect-free, or error-free. taskpay™ makes no representations or warranties regarding the Services’ localization to a particular market including without limitation local language, local support of taxes, payment or shipping carriers. taskpay™ makes no warranty regarding the accuracy, timeliness, truthfulness, completeness, security, or reliability of any content obtained through the Services or from any Channel or third-party interface.

41.

“Indemnification”

41.1.

“User Indemnification” You indemnify, defend, and hold harmless taskpay™ and its Representatives from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), of whatever type or nature incurred by taskpay™ by reason of a third party claim or assertion ( “Claim” ) brought against taskpay™ and its Representatives arising out of or related to: (a) Your failure to comply with or breach of these Terms, (b) Your products listed, supplied or sold using the Services including without limitation Intellectual Property infringement claims and product liability claims, User Marks, ad content, and User Materials, (c) Your gross negligence or willful misconduct or that of Your employees or agents related to Your performance of Your obligations hereunder, and (d) misappropriation or fraud related to buyer information (personal or otherwise) or buyer funds. “Representatives” collectively means the affiliates, directors, officers, employees, permitted assigns and agents of a party.

41.2.

“taskpay™ Indemnification” taskpay™ indemnifies, defends and holds You harmless from and against all Claims brought against You, arising out of or related to: (a) Your authorized use of the Services infringing on the Intellectual Property rights of a third party in the territory in which Services are provided, (b) Your authorized use of taskpay™ Marks (not a third party licensor’s marks) infringing upon a U.S. trademark and (c) any gross negligence or willful misconduct of taskpay™ or its employees or agents related to taskpay™’s performance of its obligations under these Terms.

41.3.

“Requirements of Indemnification” In order for the indemnification obligations of the indemnifying parties to apply, the indemnified party must promptly provide the indemnifying party with notice in writing of any Claim, promptly tender the control of the defense and settlement of any Claim to the indemnifying party (at the indemnifying party’s expense and with indemnifying party’s choice of counsel), cooperate fully with the indemnifying party (at the indemnifying party’s request and expense) in defending or settling the Claim including without limitation providing any information or materials necessary for the defense, and take all commercially reasonable steps to mitigate damages. The indemnifying party shall only be liable to the indemnified party for the amount of damages as determined in a final, non-appealable order of a court of competent jurisdiction or paid by way of settlement, but the indemnifying party shall have no liability for any settlement made by an indemnified party without the indemnifying party’s prior written consent, which may be withheld in the indemnifying party’s sole discretion. The indemnifying party will not enter into any settlement or compromise of any Claim without the indemnified party’s prior consent if the settlement would require admission of fault or payment by the indemnified party.

41.4.

“Exclusions and Infringement Remedies” Upon taskpay™’s sole determination that the use of the Services infringes upon the rights of any third party, taskpay™ may, at its sole discretion and own cost and expense, either: (a) procure the right for You to continue to license the Services, (b) modify the Services in such a way that the use thereof does not infringe on the rights of third parties, or (c) terminate Your license to the Services and these Terms by notice to You. taskpay™ shall have no liability or obligation with respect to any infringement claim if the infringement is caused by: (i) a modification You make to the Services or a modification taskpay™ makes at Your request, (ii) use of the Services in an application or environment other than as intended under these Terms, (iii) Your unauthorized use of the Services, (iv) taskpay™ acting in accordance with Your specifications or guidelines, or (v) the combination, operation or use of the Services with other third party product(s) not supplied by taskpay™. You will indemnify, defend, and hold harmless taskpay™ and its Representatives from and against all Claims arising out of or related to any of the circumstances stated in this Section. The remedies stated in this Section are Your sole and exclusive remedies for the infringement of third-party Intellectual Property rights by taskpay™.

42.

“ No Warranty as to Each User's Purported Identity”

We cannot and do not confirm each User's purported identity on taskpay™. We may provide information about a User, such as a strength or risk score, geographical location, or third-party background check or verification of identity or credentials. However, such information is based solely on data that a User submits, and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.

43.

“Miscellaneous Provisions”

43.1.

“Additional Terms” It is important to read and understand all our policies as they provide the rules for trading using the taskpay™ Bot. In addition, there may be specific policies or rules that apply, and it is your responsibility to check our help pages and policies to make sure you comply. Our policies, including all policies referenced in them, are part of these Terms and provide additional terms and conditions related to specific services offered on our Websites, including but not limited to:

43.1.1.

Privacy Policy

43.1.2.

Code of Conduct

43.1.3.

Milestone Dispute Resolution Policy

43.1.4.

Know Your Customer and ID Verification Policy

43.1.5.

Copyright Infringement Policy

43.1.6.

API Terms and Conditions

43.1.7.

Exam Terms and Conditions

43.2.

“Relationship of the Parties” The parties are independent contractors. These Terms do not create any joint venture, partnership, agency or employment relationship between the parties.

43.3.

“Governing Law and Dispute Resolution” The laws of the State of Wyoming, without regard to its conflicts of laws’ provisions, govern the Agreement. Each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the applicable courts located in the state of Florida, for purposes of any action, suit or proceeding arising out of or relating to the Agreement, the User hereby waives, and covenants that the User will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, action or cause of action arising out of or based upon these Terms, the subject matter hereof or any document relating hereto, in each case whether now existing or hereafter arising or whether in contract or in tort or otherwise. The User acknowledges that the User has had the opportunity to consult with counsel regarding all the terms herein, including this Section, that the User fully understands the terms herein, the content and effect, and that the User voluntarily and knowingly agrees to the terms herein, and that in the event of any ambiguity in the Agreement, any presumption that such ambiguity shall be construed against the drafter of the agreement shall not apply to the Agreement.

43.4.

“Force Majeure” Neither party shall be liable for failure to perform, or the delay in performance of, any of its obligations under these Terms other than payment if, and to the extent that, the failure or delay is caused by events beyond such party’s reasonable control including without limitation acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, pandemics, quarantine restrictions, unavailability of any Channel, or the Internet, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes or unusually severe weather conditions. The affected party shall use commercially reasonable efforts to avoid or remove the causes of non-performance or delay, and shall continue performance whenever the causes are removed. If any non-performance or delay continues for more than thirty (30) days, these Terms may be terminated by the unaffected party without liability upon written notice to the affected party.

43.5.

“Notice” Save as otherwise explicitly provided in the Agreement, any notice required or permitted by the Agreement shall be in writing and deemed delivered if delivered (a) by personal delivery when delivered, (b) by overnight courier upon written verification of receipt, (c) by certified or registered mail, return receipt requested, upon verification of receipt, or (d) upon transmission via email to a properly addressed email address as provided in the User Agreement as long as “NOTICE” or “LEGAL NOTICE” appears in the subject line of the email and the email is set up to show a delivery confirmation. Notices must be sent to the contacts and addresses in the Agreement, or any new address provided by the permitted notice methods, and in the case of taskpay™, with a copy to the attention of General Counsel (and, if by email to: [email protected]. ) You may not claim, and hereby waive, any defense of lack of sufficient notice for Your failure to provide taskpay™ with Your current contact information.

43.6.

“Amendments” Except as otherwise stated herein, any amendments to these Terms must be in writing and executed by the parties. Each of these policies may be changed from time to time. Changes take effect when we post them on the taskpay™ Website. When using any of our particular services on, you are subject to any posted policies or rules applicable to services you use through taskpay™, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.

43.7.

“Assignment” Neither party may assign these Terms without the other party’s prior written consent, except that: (a) taskpay™ may assign these Terms without Your consent in the case of a reorganization, merger, consolidation, or sale of all or substantially all of its assets, and (b) taskpay™ may assign these Terms without Your consent to taskpay™’s affiliates. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

43.8.

“No Waiver” The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

43.9.

“No Reliance” Each party represents and warrants to the other party that it is not relying on any promises, guarantees and/or assurances of the other party that are not otherwise expressly contained in the Agreement.

43.10.

“Severability” If any provision of these terms is held or made invalid or unenforceable for any reason, the invalidity will not affect the remainder of these Terms and the severed provision shall be interpreted to be consistent with these Terms.

43.11.

“Headings” Section headings are for reference purposes only and in no way affect the meaning or interpretation of these Terms.

43.12.

“Exhibits” All Exhibits, Schedules and other addenda referenced in the Agreement are incorporated into the Agreement by reference.

43.13.

“Entire Agreement” These Terms and the documents they incorporate by reference constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior or collateral negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter hereof (including, but not limited to, any prior versions of these Terms). Any representation, warranty, course of dealing or trade usage not expressly contained or reference in these Terms shall not be binding.