Utaska Terms of Service

Last updated: May 9, 2019

These Terms of Service constitute a legally binding agreement between you and Axe Technologies Inc, company operating Utaska. (“Company” or “Utaska”) governing your use of the Utaska Platform (as defined below), Company’s website (https://www.utaska.com or the “Site”) and mobile applications (the “Apps”). The Utaska Platform and related services provided by Company, the Site, and Apps, including without limitation communications and information (whether in writing, orally, or otherwise howsoever) provided by Company to potential and actual Providers and Customers (both as defined at Section 1) in relation to the services, together are hereinafter collectively referred to as the “Utaska Platform.”

Any personal data you submit to the Utaska Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the Utaska Platform you have reviewed the Privacy Policy.

Your use of the Utaska Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service, the Privacy Policy, the Utaska Happiness Pledge (the “Happiness Pledge”), and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. The Privacy Policy and the Happiness Pledge are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement”.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND UTASKA CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19 OR 20, AS APPLICABLE). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 19 OR 20, AS APPLICABLE) AND YOU ACCEPT ALL OF ITS TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE UTASKA PLATFORM.

Your use of the Utaska platform constitutes your acceptance of and agreement to all of the terms and conditions in the Terms of Service, the Privacy Policy, and the Utaska Happiness Pledge.

You must be 18 years old or at least the legally required age in the jurisdiction in Ghana, and otherwise capable of entering into binding contracts, in order to use or access the Utaska Platform. If you are under 18 years old, then you may not use or access the Utaska Platform. It is prohibited from accessing the Utaska Platform or otherwise providing any personal information to Utaska.

A few highlights of these Terms of Service include:

A few highlights of these Terms of Service include:
Your agreement that the Utaska Platform is provided “as is” and without warranty (Section 17).
Your agreement that Company has no liability regarding the Utaska Platform or the performance of Tasks (as defined below at Section 1) (Section 17).
Your acknowledgment and agreement that Customers, and not Utaska, scope, supervise, direct, control, and monitor Provider’s work and the Tasks (Section 1).
Your acknowledgement and agreement that Customers are solely responsible for determining if the Provider they hire is qualified to perform the task at hand.
Your acknowledgement and agreement that Providers are independent contractors of Customers and not employees, independent contractors or service providers of Utaska (Sections 1 and 12)
Your consent to release Company from liability based on claims between Users (Section 2), in respect of Provider claims (Section 12) and generally (Section 17).
Your agreement to indemnify Company from claims due to your use or inability to use the Utaska Platform or content submitted from your account to the Utaska Platform (Section 18).
Your consent to submit any claims against Company to binding arbitration, and on an individual basis only, to the extent permissible by law (Section 19).

1. The Utaska Platform Connects Providers and Customers

The Utaska Platform is a mobile marketplace communications platform which enables connections between Customers and Providers. “Customers” are individuals and/or businesses seeking to obtain short-term task services (“Tasks”) from Providers and are therefore customers of Providers, and “Providers” are individuals and/or businesses seeking to perform Tasks for Customers. Customers and Providers together are hereinafter referred to as “Users.” If you agree on the terms of a Task with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.

PROVIDERS ARE INDEPENDENT CONTRACTORS OF CUSTOMERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A PROVIDER’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

The Utaska Platform only enables connections between Users for the fulfillment of Tasks. Company is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Tasks, Providers, Customers, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings provided by Users with respect to each other. Company makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Tasks requested or services provided by, or the communications of or between, Users identified through the Utaska Platform, whether in public, private, or offline interactions or otherwise howsoever.

2. User Vetting and User Representations and Warranties

User Vetting

In Company’s sole discretion, Users may be subject to an extensive vetting process before they can register for and during their use of the Utaska Platform, including but not limited to a verification of identity, using third party services as appropriate (“Identity Checks”). Although Company may perform Identity Checks, Company is not required to do so and cannot confirm that each User is who they claim to be. Company cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Utaska Platform.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Utaska will not be liable for any false or misleading statements made by Users of the Utaska Platform. NEITHER UTASKA NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “UTASKA AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE UTASKA PLATFORM AND YOU HEREBY RELEASE UTASKA AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE UTASKA PLATFORM.

User Representations and Warranties

You represent and warrant that: (1) you are 81 years of age or older or are at least of the legally required age in the jurisdiction, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that you have read, understand, and agree to be bound by these Terms of Service, the Happiness Pledge, and the Privacy Policy in order to access and use the Utaska Platform. You hereby warrant and represent that you will respect the privacy (including without limitation private, family and home life), property and data protection rights of Users and that you will not record (whether video or audio or otherwise) any Task or any interaction by or with any User and/or Company in connection with the Utaska Platform without the prior written consent of Company and/or the relevant User, as applicable. You further represent and warrant that you will fulfill the commitments you make to other Users, including paying/receiving payment through the Utaska Platform using the PSP (as defined below), performing the Task(s) agreed upon as between the Provider and Customer, communicating clearly and promptly through the chat thread and/or responding to invitations promptly, being present and/or available at the time you agree upon with your Provider or Customer as the case may be, and only utilizing the third party payment processing system specified or approved by us to make or receive payment for services provided through the Utaska Platform (the “PSP”). You also represent and warrant that you will act professionally and responsibly in your interactions with other Users. You further represent and warrant that when using or accessing the Utaska Platform, you will act in accordance with any applicable local, state, provincial, national, or international law or custom and in good faith.

You hereby warrant and represent that, other than as fully and promptly disclosed to Company as set forth below, you do not have any motivation, status, or interest which Company may reasonably wish to know about in connection with the Utaska Platform, including without limitation, if you are using or will or intend to use the Utaska Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Company in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Utaska Platform.

Providers additionally represent and warrant that you will provide timely, high-quality services to your Customers, you will only offer and provide services for which you have the necessary skills and expertise, and you will provide the services safely and in accordance with all applicable laws, and that you have the legal right to work in the country in which you are performing Tasks.

3. Contract between Customers and Providers

You acknowledge and agree that a legally binding contract (the “Service Agreement”) is formed when you agree on the terms of a Task with another User. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Utaska Platform, and any other contractual terms accepted by both the Provider and their Customer to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Provider (or Assistants (as defined below)), nor will it create an employment relationship between the Customer and the Provider (or Assistants (as defined below)). Company’s role is restricted solely to acting as a limited payment collection agent for the Provider to facilitate payment on behalf of the Provider through the Utaska Platform using the PSP in respect of Tasks they perform. In acting as the limited payment collection agent for particular Tasks on the Utaska Platform, Utaska disclaims any other agency or authority to act on behalf of the Provider, and assumes no liability or responsibility for any acts or omissions of the Provider, either within or outside of the Utaska Platform.

Where approved in advance by the Customer, the Provider is not obligated to personally perform the Task. Before any Task services are performed by any assistants, helpers, subcontractors or other personnel engaged by the Provider (collectively “Assistants”), the Provider shall require any such individuals to become fully registered, oriented and verified Providers on the Utaska Platform. A Provider’s failure to comply with this provision by bringing an Assistant who is not a registered Provider could lead to removal from the Utaska Platform. The Provider assumes full and sole responsibility for the acts and omissions of such Assistants, including without limitation the payment of all compensation, benefits and expenses of Assistants, if any, and for all required and applicable income tax withholdings as to the Provider and all persons engaged by the Provider in the performance of the Task services.

While using the Utaska Platform, Customers, in their sole discretion, determine whether they will be present or not when a Task is performed and/or completed. Customers who elect not to be present when a Task is performed and/or completed agree that if someone other than them (i.e. spouse, roommate, friend, etcetera) is present when the Task is performed, they are appointing that person as their agent (“Customer’s Agent”) and the Provider may take and follow direction from the Customer’s Agent as if such direction was given from the Customer him or herself.

The Customer shall pay their Provider directly for completed Task services through the PSP as indicated on the Utaska Platform at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Task. Both Users agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding. Utaska reserves the right to suspend or terminate any account or Task pending the resolution of any dispute.

4. Billing and Payment

Users of the Utaska Platform contract for Tasks directly with other Users. Company will not be a party to any contracts for Tasks or services. Payment for Task services through the Utaska Platform is made directly from the Customer to the Provider via the PSP, and not by Company. Company is not obligated to pay Provider for Customer’s failure to pay for services.

Users of the Utaska Platform will be required to provide their payment method details to Company and the PSP. Providers are responsible for invoicing their Customers within 24 hours of the work being performed, even if the Task is not completed in its entirety or is designated as “ongoing”. Customers will be responsible for paying the invoice for each Task (the “Invoice”), which will include (i) the pricing terms of the Task agreed with and provided by a Provider (“Task Payment”), (ii) any out of pocket expenses agreed with and submitted by a Provider in connection with the Task, (iii) any tip or gratuity, if applicable, (iv) the service charge Company assesses to the Customer as payable for the use of the Utaska Platform, variable based on the Task Payment amount, and (v) the platform fee (sometimes referred to as Trust & Support Fee) Company assesses to the Customer, which is used to offset Company’s cost of providing Users with customer support, providing the Happiness Pledge set forth in Section 13, and other various business objectives, and (vi) cancellation fees, if applicable. Providers will be responsible for paying (i) registration fees, if applicable and (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Providers may also be charged for credit card or mobile money processing fees equal to one point five percent (1.5%) of the withdrawal amount.

Providers may be required to register with the PSP, agree to terms of service of the PSP, and go through a vetting process at the request of the PSP to set up their account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, each Provider agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Utaska is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Utaska has no obligations, responsibility or liability to any Provider or other party under the PSP Services Agreement.

To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a temporary charge is placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary between $0.01 to $5.00, depending on the estimated value of the Task and expenses.

When Customer receives confirmation through the Utaska Platform or via email that a Task has been completed, Customer automatically authorizes the PSP to process the Invoice. Users may be charged a one-hour cancellation fee through the PSP if you book (or accept) a Task, but cancel it before the scheduled time for performance.

Company reserves the right (but not the obligation), in its sole discretion, upon request from Customer or Provider, or upon notice of any potential fraud, unauthorized charges or other misuse of the Utaska Platform, to (i) place on hold any Task Payment, out of pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for the PSP to do so.

Task Payment and fees must be paid through the PSP as indicated on the Utaska Platform.

Users of the Utaska Platform will be liable for any taxes required to be paid on the Tasks provided under the Agreement.

5. Contests, Gift Cards, and Promotional Codes

Company may from time to time provide certain promotional opportunities and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified, or removed at any time by Company without advance notification. The liability of any of Company’s partners pursuant to such promotional opportunities and contests shall be limited pursuant to Section 17 of these Terms of Service.

Company gift cards (“Gift Cards”) and promotional codes (“Promo Codes”) may be available and can be used to pay Task Payments and Company service charges and platform fees in part or in full, but may not be used to pay for reimbursement of out of pocket expenses or tips associated with a Task provided through the Utaska Platform.

(a) Promo Codes

Promo Codes are an offer by Company to reduce the amount a Customer has to pay in relation to a Task Payment, service fee, and/or platform fee. Promo Codes will not affect the amount of the Task Payment a Provider ultimately receives. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between Company or the Provider or represent wages, fees or other amounts paid to the Provider by Company. You agree that you will use Promo Codes in accordance with the terms of the Promo Code. Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other User in the event that Company determines or believes that the use or redemption of a Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

(b) Gift Cards

You agree that you will comply with all Gift Card terms and conditions. Gift Cards are not replaceable if lost or stolen and have no expiration date, but, after a period of time, Company may remit the cash associated with unused Gift Card balances to the state pursuant to that state’s abandoned property laws. Once Company has remitted such cash to a state, the Gift Card may no longer be redeemed and Company may direct the Gift Card holder to that state’s government instead. Gift Cards have no cash value and are not redeemable for cash.

A Gift Card cannot be combined with any other Gift Cards, gift certificates or other Promo Codes. A Gift Card cannot be used as a credit or debit card. Company reserves the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if it believes that the Gift Card was obtained through fraudulent or unauthorized means. No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card. You cannot “reload” a Gift Card (i.e., you cannot add value/balance to your Gift Card at this time). If a Gift Card holder’s purchase exceeds the amount of that Gift Card’s balance, the Gift Card holder must pay the difference by another means. Unused Gift Card balances are not transferable. Company reserves the right to correct the balance of a Gift Card if Company believes that a billing error has occurred. Company disclaims all liability for any such billing errors. Gift Cards and their use are subject to this Agreement, and use of a Gift Card constitutes acceptance thereof.

6. Public Areas; Acceptable Use

The Utaska Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Utaska Platform, you should not share your personal contact information with other Users.

Without limitation, while using the Utaska Platform, you may not:

Defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the legal rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and Utaska staff, or use information learned from the Utaska Platform or during the performance of Tasks to otherwise defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead, or otherwise violate the legal rights of any other User or Company staff;
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the Utaska Platform;
Use the Utaska Platform for any unauthorized purpose, including, but not limited to posting or completing a Task in violation of local, state, provincial, national, or international law;
Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or Company;
Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer;
Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly;
Advertise or offer to sell any goods or services for any commercial purpose through the Utaska Platform which are not relevant to the Task services offered through the Utaska Platform;
Post or complete a Task requiring a User to (i) purchase or obtain gift cards or money orders (ii) purchase high value items (over GHS1,650) without obtaining pre-authorization from Company, (iii) provide ridesharing or other peer to peer transportation services, (iv) post ratings or reviews on any third party website in breach of such third party website’s terms of use, or (v) otherwise engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by Company in its sole discretion;
Conduct or forward surveys, contests, pyramid schemes, or chain letters;
Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments;
Post the same Task repeatedly (“Spamming”) – Spamming is strictly prohibited;
Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Utaska Platform;
Restrict or inhibit any other User from using and enjoying the Public Areas;
Imply or state that any statements you make are endorsed by Utaska, without the prior written consent of Utaska;
Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the Utaska Platform, or the electronic addresses or personal information of others, in any manner;
Frame or utilize framing techniques to enclose the Utaska Platform or any portion thereof;
Hack or interfere with the Utaska Platform, its servers or any connected networks;
Adapt, alter, license, sublicense or translate the Utaska Platform for your own personal or commercial use;
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by Utaska and Affiliates;
Upload content to the Utaska Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
Use the Utaska Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Utaska Platform as set forth herein;
Use the Utaska Platform to collect usernames, email addresses, or other personal information of Users by electronic or other means;
Use the Utaska Platform or the Task services in violation of this Agreement;
Use the Utaska Platform in a manner that is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes;
Attempt to circumvent the payments system or service fees in any way including, but not limited to, processing payments outside of the Utaska Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
Register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number; or
Cause any third party to engage in the restricted activities above.

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Utaska will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

7. Mobile App Updates and Upgrades

By installing one of the Apps, you consent to the installation of the App and any updates or upgrades that are released through the Utaska Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Utaska’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App at any time.

8. Termination and Suspension

Company may terminate or limit your right to use the Utaska Platform in the event that we are investigating or believe that you have breached any provision of this Agreement (a “User Breach”), by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.

If Company terminates or limits your right to use the Utaska Platform pursuant to this Section 8, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. If Company terminates or limits your right to use the Utaska Platform as a Customer due to a User Breach, you will not be entitled to any refund of unused balance in your account.

Even after your right to use the Utaska Platform is terminated or limited, this Agreement will remain enforceable against you. Company reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 19 of these Terms of Service.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Utaska Platform at its sole discretion. Company is not liable to you for any modification or discontinuance of all or any portion of the Utaska Platform. Company has the right to restrict anyone from completing registration as a Provider if Company believes such person may threaten the safety and integrity of the Utaska Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Utaska Platform. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

9. Account, Password, Security, and Mobile Phone Use

You must register with Company and create an account to use the Utaska Platform (an “Account”). You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Company for accessing the Utaska Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. If you are accessing and using the Utaska Platform on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein. Company has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to contact Company immediately.

By providing your mobile phone number and using the Utaska Platform, you hereby affirmatively consent to Utaska’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (a) perform and improve upon the Utaska Platform, (b) facilitate the carrying out of Tasks through the Utaska Platform, (c) provide you with information and reminders regarding your registration, orientation, upcoming Tasks, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Tasks and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your account settings on the Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Utaska.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Utaska.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

10. User Generated Content

“User Generated Content” is defined as any information and materials you provide to Company, its corporate partners, or other Users in connection with your registration for and use of the Utaska Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Utaska is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Utaska has no obligation to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Utaska Platform at its sole discretion.

You hereby represent and warrant to Company that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not represent you being employed or directly engaged by or affiliated with Utaska or purport you to act as a representative or agent of Utaska; and (i) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

The Utaska Platform hosts User Generated Content relating to reviews and ratings of specific Providers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Customer should undertake their own research to be satisfied that a specific Provider is the right person for a Task. You agree that Company is not responsible or liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company is not obligated to investigate any remarks posted by Users for accuracy or reliability but may do so at its discretion.

You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the Utaska Platform.

Each Provider who provides to Company any videotape, film, recording, photograph, voice, or all related instrumental, musical, or other sound effects (collectively, “Media”), in exchange for the right to use the Utaska Platform, hereby waives any and all moral rights in connection with such Media and irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:

Exhibit, distribute, display, transmit, and broadcast on any and all media, including, without limitation, the internet, any videotape, film, recording or photograph that such User provides to Company or that Company takes of Provider, and use, reproduce, modify, or creative derivatives of such Provider picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”);
Reproduce in all media any recordings of such Provider’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Utaska Platform;
Use, and permit to be used, such Provider’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Utaska Platform in any media; and
Use, and permit to be used, such Provider’s name and identity in connection with the Utaska Platform.

Each Provider warrants and represents that they have the lawful authority to grant the rights set out above.

Each Provider hereby waives all rights and releases Utaska and Affiliates from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Provider’s identity, likeness or voice in connection with the Utaska Platform.

Each Provider acknowledges that Utaska shall not owe any financial or other remuneration for using the recordings provided hereunder by such Provider, either for initial or subsequent transmission or playback, and further acknowledges that Utaska is not responsible for any expense or liability incurred as a result of such Provider’s recordings or participation in any recordings, including any loss of such recording data.

11. Links to Third-Party Websites

The Utaska Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Company or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Utaska Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Company does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Utaska is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Utaska has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Utaska Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Utaska expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Utaska Platform. You hereby agree to hold Utaska harmless from any liability that may result from the use of links that may appear on the Utaska Platform.

As part of the functionality of the Utaska Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Utaska Platform; or (ii) allowing Utaska to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Utaska and/or grant Utaska access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Utaska to pay any fees or making Utaska subject to any usage limitations imposed by such third-party service providers. By granting Utaska access to any Third-Party Accounts, you understand that (i) Utaska may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Utaska Platform via your account, including without limitation any friend lists, and (ii) Utaska may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Utaska Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Utaska’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Utaska Platform. You will have the ability to disable the connection between your account on the Utaska Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Company is not responsible for any SNS Content.

12. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, UTASKA DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A CUSTOMER, YOU INDEMNIFY AND HOLD UTASKA AND AFFILIATES HARMLESS, AND IF A PROVIDER, YOU FULLY AND FINALLY RELEASE UTASKA AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT PROVIDERS OR ASSISTANTS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF TASKS OR SERVICE AGREEMENTS OR THE USE OF THE UTASKA PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF PROVIDERS AND ASSISTANTS AND THE TERMINATION OR CESSATION OF ANY TASKS, SERVICE AGREEMENTS, THIS AGREEMENT OR THE USE OF THE UTASKA PLATFORM.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges and agrees that Utaska does not, in any way, supervise, scope, direct, control or monitor a Provider’s work or Tasks performed in any manner. Company does not set a Provider’s work hours or location of work. Utaska will not provide any equipment, tools, labor or materials needed for a particular Task. Utaska does not provide any supervision to Users.

The Utaska Platform is not an employment agency service or business and Utaska is not an employer of any User. As such, Utaska is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the Utaska Platform. Providers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Tasks and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

This Section 12 in no way limits the generality of Section 17.

13. Utaska Happiness Pledge

The Utaska Happiness Pledge is part of this Agreement and incorporated by reference. Providers determine what categories they are qualified to task in, and scope the Task directly with their Customer. Utaska does not oversee, monitor or direct how a Provider performs a Task, does not monitor Tasks or chat threads between Users, and does not otherwise oversee or assume responsibility for the actions of Users. Customers are advised to confirm with their Provider that their Provider is qualified to perform the Task prior to the Task taking place. Utaska is not liable for the acts or omissions of Users, nor does Utaska provide insurance against any losses sustained by Users. That said, Utaska wants Users to be happy about their experience using the Utaska Platform and the Happiness Pledge is in place to encourage continued use of the Utaska Platform.

Payments made under the Happiness Pledge are entirely discretionary, however, and subject to certain conditions, limitations and exclusions, as described in the Happiness Pledge. The Happiness Pledge does not supercede any of the terms set forth in the Terms of Service or the Privacy Policy, including any of the limitations on liability set forth in Sections 12 and 17 of these Terms of Service. In the unlikely event of a conflict with the Happiness Pledge, these Terms of Service prevail over any contrary interpretation of the Happiness Pledge. The Utaska Happiness Pledge is not intended to be any sort of insurance and Utaska is not an insurer, as such terms are understood for regulatory purposes.

14. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, Apps, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Utaska Platform is owned by Utaska, excluding User Generated Content, which Users hereby grant Utaska a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Utaska owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the Ghana Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Utaska Platform without Utaska’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Utaska and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Utaska, including without limitation Utaska and Utaska logos, are service marks owned by Utaska. Any other trademarks, service marks, logos and/or trade names appearing via the Utaska Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

15. Copyright Complaints and Copyright Agent

Utaska respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Utaska Platform infringe upon your copyright or other intellectual property right, please send the following information to Utaska’s Copyright Agent at: Axe Technologies (Utaska), copyright@Utaska.com:

A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Utaska Platform where the material you claim is infringed is located. Include enough information to allow Utaska to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest

16. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Utaska and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Utaska Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Utaska in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Utaska upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Utaska’s trade secrets, confidential and proprietary information, and all other information and data of Utaska that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Utaska or Utaska’s business, operations or properties, including information about Utaska’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

17. Disclaimer of Warranties

(a) Use Of The Utaska Platform Is Entirely At Your Own Risk

THE UTASKA PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UTASKA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE UTASKA PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE UTASKA PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE UTASKA PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

Utaska does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the Utaska Platform or any hyperlinked website or featured in any banner or other advertising, and Utaska will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Utaska and Affiliates do not warrant that access to the Utaska Platform will be uninterrupted or that the Utaska Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Utaska Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Task, service, information or materials provided through or in connection with the use of the Utaska Platform. Utaska and Affiliates are not responsible for the conduct, whether online or offline, of any User. Utaska and Affiliates do not warrant that the Utaska Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Utaska and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Notwithstanding any feature a Customer may use to expedite Utaska selection, each Customer is responsible for determining the Task and selecting their Provider and Utaska does not warrant any goods or services purchased by a Customer and does not recommend any particular Provider. Utaska does not provide any warranties or guarantees regarding any Provider’s professional accreditation, registration or license.

In addition, no individual or entity shall be a third party beneficiary of these terms. These terms are solely for the benefit of the parties to this Agreement and are not intended to and shall not be construed to give any person or entity other than you any interest, remedy, claim, liability, reimbursement, claim of action or any other rights (including, without limitation, any third party beneficiary rights), with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

(b) No Liability

You acknowledge and agree that Utaska is only willing to provide the Utaska Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Utaska and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Utaska Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Utaska and Affiliates and any destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL UTASKA AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY UTASKA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE UTASKA PLATFORM OR THE TASK SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

UTASKA AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS UTASKA PLATFORM. UTASKA AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE UTASKA PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT UTASKA AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages, so certain aspects of the limitations above may not apply to you.

(c) Release

THE UTASKA PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE UTASKA IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE ACTUAL CONTRACT BETWEEN USERS OR IN THE COMPLETION OF THE TASK, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE UTASKA AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

18. Indemnification

You hereby agree to indemnify, defend, and hold harmless Utaska and Affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Utaska Platform or perform Tasks, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the Utaska Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Utaska reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Utaska.

19. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND UTASKA CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND UTASKA TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

The validity, interpretation, construction, and performance of these Terms shall be governed by the laws of the province or territory in which you reside.

Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of the State of Ghana. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the court of the land to appoint a single arbitrator. For greater certainty, neither Providers nor Customers shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.

The seat of the arbitration shall be the same as the provincial or territorial law governing these Terms. The arbitration shall be heard in the court of law, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the land. Each party hereby irrevocably consents to venue in the court of law, and to the jurisdiction of competent courts for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

A party to these Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

20. Governing Law

Except as provided in Section 19 or expressly provided otherwise, this Agreement and your use of the Utaska Platform will be governed by, and will be construed under, the laws of the State of Ghana, without regard to choice of law principles.

21. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

22. General Provisions

Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Company with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” in Section 19, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this Section 23 shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.

23. Licensing

Providers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Tasks. Indeed, certain types of Tasks and services may be prohibited altogether, and it is the responsibility of Providers to avoid such prohibited Tasks and services. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Tasks and services on the platform, you can and should first seek separate legal guidance.

Because Utaska does not oversee, monitor or supervise the posting, scoping or performance of Tasks, Customers must determine for themselves whether a Provider is qualified to perform the specific Task at hand. Customers may wish to consult their state/provincial/territorial or local requirements to determine whether certain Tasks are required to be performed by a licensed professional.

24. Changes to this Agreement and the Utaska Platform

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service, Privacy Policy, and Happiness Pledge) and review, improve, modify or discontinue, temporarily or permanently, the Utaska Platform or any content or information through the Utaska Platform at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Utaska Platform. Your continued use of the Utaska Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may also impose limits on certain features or restrict your access to part or all of the Utaska Platform without notice or liability.

24. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

25. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Utaska Platform, please contact us by email at https://Utaska.com/support/

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY AND HAPPINESS PLEDGE, AND AGREE THAT MY USE OF THE UTASKA PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.