Ziptasker Terms and Conditions (“Terms”) constitute a legally binding agreement (“Agreement”) between the User (defined below) of the Platform (defined below) (“you”, “your”) and Ziptasker Inc. together with its affiliates (collectively, “we”, “us”, “our” or “Ziptasker”), governing the use of Ziptasker’s websites (including www.ziptasker.com, www.ziptasker.ca (together the “Sites”) and related services, information and communication (collectively referred to herein as the “Platform” or the “Ziptasker Platform”).

BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE).

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

YOU MAY NOT USE THE PLATFORM IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT.

1. The Platform
The Platform is an online two sided marketplace which enables connections between Clients (”Client(s)”) and Taskers (“Tasker(s)”). Clients are individuals and/ or businesses seeking to obtain services (“Task(s)”) and Taskers are third party individuals and/ or businesses seeking to perform Tasks for Clients. Clients and Taskers are referred to herein together as (“Users”).

Taskers are third party individuals or independent business owners, providing services under their own name or business name (and not under Ziptasker’s name), using their own tools and supplies. Taskers may (a) maintain a clientele without any restrictions from Ziptasker; (b) offer and provide their services elsewhere; and (c) accept or reject Client and Service Agreements (defined below). Taskers are third party independent contractors of Clients, and Clients are therefore Clients of Taskers, not Ziptasker. We do not provide or perform the Task. We are not responsible for the performance of the Task, nor do we have control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the identification, request, or provision of the Tasks.

Any reference to a Tasker being licensed or credentialed in some manner, or being “badged”, “reliable”, “elite”, “great value”, “qualified”, “background checked”, “vetted” (or similar language) indicates only that the Tasker has completed a relevant user account registration process or met certain criteria and does not, and shall not be deemed to, represent anything else. Any such description: (i) is intended to be useful information for Client to evaluate when they make their own decisions about the identity and suitability of Taskers whom they select or interact, or contract with via the Platform; and (ii) is not an endorsement, certification or guarantee by Ziptasker of a Tasker’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable.

Notwithstanding any feature or service of the Platform that a Client may use to expedite Tasker selection, the Client is responsible for determining the Task and selecting or otherwise approving their Tasker and should undertake their own research prior to booking any Task to be satisfied that a specific Tasker has the right qualifications.

2. Ziptasker’s Role
The Platform is not an employment agency service or business, and Ziptasker is not an employer to any Users. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Ziptasker.

Users hereby acknowledge and agree that (a) Ziptasker does not (i) perform Tasks nor employ individuals to perform Tasks, (ii) supervise, scope, direct, control or monitor Taskers’ work (including that Ziptasker does not set Taskers’ work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Taskers, or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Tasks or Users, nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of a Service Agreement (defined below) will not, under any circumstances, create any responsibility or liability for Ziptasker, nor any employment or other relationship between Ziptasker and the Users or between the Client and the Tasker. Users do not have authority to, and may not act as agent for, nor bind or make representation on behalf of Ziptasker (including that Taskers may not modify all or any part of the Ziptasker fees).

Ziptasker is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, Canada Pension Plan, disability insurance, applicable VAT, employer’s liability, employer training tax, social security contributions, or other applicable payroll withholdings in connection with a User’s use of the Platform, or personal income tax. The Tasker assumes full and sole responsibility for all required and applicable income tax, sales taxes and social contributions as to the Tasker and all persons engaged by the Tasker in the performance of the Task. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

3. Use of the Platform
Users must register and create an account (“Account” or “Profile”) to access and use the Platform, providing only correct and accurate information such as, without limitation, your name, business name (if applicable), mailing address, email address and telephone number. You agree to immediately notify Ziptasker of any changes to your account information. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or Ziptasker’s termination of this Agreement with you. Ziptasker may restrict anyone from completing registration if Ziptasker determines such person may threaten the safety and integrity of the Platform, or if such restriction is necessary to address any other reasonable business concern.

The Platform allows Users to offer, search for and book Tasks. A registered Client may use the Platform to post a Task, which must be clearly worded, correctly provide for the relevant category of Task and provide a fair and accurate description of the Task to be done. When posting a Task, the Client is solely responsible for confirming the accuracy of all information provided, including the Task to be done and the location. The more information and details provided the easier and better for the Tasker to provide feedback on the Task and fee. After identifying potential Taskers to perform a Task, the Client and the Taskers may communicate via the Messaging Tool within the Platform (the “Messaging Tool”) to understand the scope, schedule and other details of the Task. The Client then selects or otherwise approves their Tasker.

Once the Task is scheduled via the Platform by the Tasker, the Client and Tasker form a legally binding contract for the Task, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Client and the Tasker in the Messaging Tool for the Task (the “Service Agreement”). The Client and the Tasker each agree to comply with the Service Agreement and the Agreement during the engagement, performance and completion of a Task. Taskers are responsible for exercising their own business judgment in entering into Service Agreements and performing Tasks; and acknowledge that there is a chance for individual profit or loss. Ziptasker is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Ziptasker.

Ziptasker does not independently verify that Taskers have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform their Tasks. It may be unlawful to perform certain types of Tasks without a license, permit and/or registration, and performing same may result in law enforcement action and/or penalties or fines. Taskers are solely responsible for avoiding such prohibited Tasks. If you have questions about how national, provincial, territorial and/or local laws apply to your Tasks on the Platform, you should first seek appropriate legal guidance. Clients are solely responsible for determining if a Tasker has the skills and qualifications necessary to perform the specific Task and confirming that the Tasker has obtained all required licenses, permits, or registrations, if any. Clients may wish to consult their national, provincial, territorial and/or local law requirements to determine whether certain Tasks are required to be performed by a licensed or otherwise registered professional.

By posting a Task, you represent and warrant that you have the right to grant the Tasker access to the premises where the Task will be performed, will be present at the premises or will have a representative who is 18 years old or older present at the premises at all times while the Task is being performed. You agree that you shall not assist the Tasker or otherwise participate in the Task in any way and that Ziptasker shall have no liability to you for any damages or losses, including any personal injury, death or property damage, that may arise from your participation in the Task.

4. Fees, Invoicing and Payment
Clients contract directly with the Tasker. We are not a party to any agreement or contracts for Tasks. We act to coordinate payment between Client and Tasker and nothing in our involvement in the payment process makes us responsible for the Task. Your contract for the Task is with the Tasker and not us. When the Client accepts a Tasker’s offer, payment is taken from the Client’s credit card and held in an escrow account while the Task is being completed. When the Task is completed, the funds are transferred to Ziptasker and the Tasker’s accounts.

All amounts owed and/or to be paid by the Client shall be set out in an invoice, which will include the Task fee as described in more detail below. The Client authorizes the third-party Payment Processor (“Payment Processor”) to process payment. You acknowledge and agree that Ziptasker may prevent you from booking future Tasks, if any amounts remain outstanding on your account after a Task is complete. Unless otherwise expressly stated in this Agreement, all Task fees are non-refundable.

The Client is responsible for paying the following associated with each Task fees:
a. the fee for the Task as agreed-upon by the Client and the Tasker,
b. any parts or materials agreed upon by the Client and the Tasker and submitted by the Tasker in connection with the Task,
c. any out-of-pocket expenses agreed upon by the Client and the Tasker and submitted by the Tasker in connection with the Task,
d. applicable taxes or similar charges

Users are required to provide their credit card or bank account details as specified in any registration forms provided when registering for your User Account. By doing so, you authorize us to provide this information to the Payment Processor. You acknowledge and agree that the terms of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our terms and conditions do not govern and that we have no liability arising from your use of or access to the Payment Processor. You should review the applicable terms and conditions of the Payment Processor, including its privacy and data gathering practices. We are not responsible for any arrears with the Payment Processor.

5. Cancelling a Task and Cancellation Fees
Ziptasker strives to provide a reliable and efficient platform connecting Clients with Taskers. To ensure an equitable and fair treatment of Users and maintain a high level of service, we have the following cancellation policy. Cancellation made in violation of the policy will incur cancellation fees as provided herein or as we determine, in our sole discretion.

A Client may cancel a Task without a cancellation fee before receiving a notification that a Tasker has accepted the Task. A Client may cancel a Task, after a Tasker has accepted the Task, subject to a cancellation fee, if the following are applicable:
• The Task was cancelled by the Client within 24 hours of the scheduled task time
• The Client is unavailable or unresponsive so the Task cannot be completed

The cancellation fee will be charged to the Client’s payment method and will be the minimum fee commensurate with the Task.

By agreeing to use the Ziptasker Platform and booking a Tasker, Clients acknowledge their understanding and acceptance of this cancellation policy. It is the responsibility of the Client to respond to their Taskers or Ziptasker support, and ensure the availability for their scheduled Task.

If a Client refuses to pay the cancellation fee, their account may be suspended or deactivated, and they may be held responsible for any additional costs incurred by Ziptasker or the Tasker due to cancellation.

Ziptasker may suspend an account in its sole discretion for repeated cancellations. Ziptasker reserves the right to modify or update this policy at anytime.

6. Cancellation by a Tasker
A Tasker may cancel a Task in extenuating circumstances. If a Tasker cancels your Task, we will take reasonable efforts to match your Task with an alternate Tasker.

7. Your Rights and Choices
You have the right to access, update, and correct inaccuracies in your Ziptasker Profile at any time by logging in and clicking on the Account tab. There, you can view, update, and correct your Account information.

You may request the removal of your personal information from our databases or choose to deactivate your Account. To do so, please sign into your Account, navigate to the Settings section, scroll to the bottom, and select Deactivate Account. Alternatively, you may contact us directly for assistance.

You have the right to opt out of receiving promotional communications from us, including those related to the Ziptasker Platform. If you opt-out of specific communications, you may still receive other subscription-related communications. Even if you choose to opt-out of promotional communications, Ziptasker may continue to send you non-promotional messages, including those related to your account, tasks, tasker proposals, transactions, services, or any ongoing business relationship with Ziptasker. If you receive any unsolicited promotional communications from a Ziptasker domain, please contact us immediately.

8. Prohibited Activities and Services. Without limiting Section 10:
a. Prohibited Activities. Trust is a critical element of the Platform. While using the Platform, you agree not to:
i. if you are a Client, submit a Task that you do not intend to have completed by a Tasker or that you do not intend to pay for,
ii. if you are a Tasker, accept a Task that you do not actually wish to accept or complete, or that you are not skilled, licensed (where applicable) or competent to complete,
iii. recruit or otherwise solicit any User or Tasker to join third-party services or websites that are competitive to Ziptasker or to use our Platform to obtain Tasks outside the provision of our Platform, or
iv. use the Platform to stalk, harass, threaten, intimidate, harm, cause a nuisance to, annoy, or inconvenience any other User of the Platform or collect or store any personally identifiable information about any other User other than for purposes of transacting a Task.
b. Prohibited Services. While using the Platform, you further agree not to request, offer, negotiate, or complete any portion of a Task that:
i. would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation,
ii. encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, and pornography,
iii. you have no legal right to request or perform, or
iv. would be considered, in any way, to form part of a lottery, raffle, sweepstakes, affiliate marketing scheme, multilevel marketing, pyramid scheme, or be related to spam, or any other form of solicitation that is not authorized by this Agreement

9. Content
In this Agreement, “Content” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data, Tasks, location), music, sound, video, articles, and software.

10. User Content and Your License to Us.
The Platform permits you to submit, transmit, copy, make available and distribute Content (collectively, your “User Content”), and we do not claim ownership over any User Content. By providing any User Content, you:
a. acknowledge that the Ziptasker reserve the right to refuse to accept, display, or transmit any User Content in its sole discretion,
b. grant Ziptasker the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Platform (the “User License”) on the following terms:
i. the User License is limited to the purpose of offering the Platform,
ii. the User License includes Ziptasker’s right to sublicense to third party service providers for the sole purpose of offering the Platform, at all times in accordance with this Agreement, and
iii. the User License will end, and Ziptasker will cease to use User Content, a commercially reasonable period after such User Content is removed from the Platform,
c. represent and warrant to us that (i) you have all right, title and interest to grant the User License, (ii) the User Content does not infringe on any other person’s copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (iii) no User Content contains any libellous, defamatory or otherwise unlawful material, and
d. hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third-party claims that your User Content infringes on any other person’s rights (including all of the rights set out in (b) above).

11. Platform Content
All Content available or stored on the Platform other than your User Content, including the Platform itself, all other Users’ Content, any Content made available by Ziptasker or any third party, and the selection and arrangement of all such Content and User Content (collectively, the “Platform Content”), is the proprietary property of us, the Users or our licensors with all rights reserved, and Ziptasker (or, as applicable, our Users or licensors) retain and shall retain all right, interest and title in and to all Platform Content.

12. License
Provided that you are eligible for use of the Platform, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your personal, non-commercial use, and for such use expressly permitted by this Agreement, subject to this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Website. You further agree not to change, translate, or otherwise create any derivative works of the Platform. If we revoke our license to you, you agree to remove any Content infringing the terms of this Agreement and that the terms of the Agreement will survive such revocation and continue to bind you.

13. Changes to the Agreement.Ziptasker reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement.

Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, on the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended.

Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance (in the manner set out in this Section) for your acceptance or rejection. If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, the previous Terms will apply to your current Tasks, but you will not be able to use the Platform or contract new Tasks and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.

To the extent permitted by law, Ziptasker shall not be liable to you for any modification to all or any portion of the Agreement.

14. Changes to the Platform
Ziptasker reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to Ziptasker. To the extent permitted by law, Ziptasker shall not be liable to you.

15. Prohibited User Conduct
You acknowledge and agree that the Platform is available for your personal use only in connection with Clients seeking to obtain Tasks and Taskers seeking to perform Tasks for Clients, and may not be used for any other commercial purpose. Without restricting anything else in this Agreement, you agree not to
a. alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Platform Content,
b. except to the extent required to be permitted by the law of your jurisdiction, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Platform, the Platform Content, or any part thereof,
c. make the Platform or Platform Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Platform in any way except in furtherance of your permitted use in accordance with this Agreement,
d. republish any Platform Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,
e. use any data mining, robot or similar data gathering or extraction methods with respect to the Platform or any Platform Content,
f. register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),
g. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise,
h. upload, post, transmit, share or otherwise make available on the Platform any User Content that
i. consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, or
ii. contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information,
iii. in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable,
iv. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or
v. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law,
i. disable or circumvent any access control or related process or procedure established with respect to the Task, or attempt to gain unauthorized access to the Platform or Platform Content,
j. remove any copyright or other proprietary notices on or in the Platform, Platform Content or any part thereof,
k. solicit personal information from anyone under 18 or solicit passwords or personally identifying information from any person for commercial or unlawful purposes,
l. use the Platform or any Platform Content to stalk, intimidate, harm or otherwise harass another User or another person,
m. intentionally or unintentionally violate any applicable local, provincial, territorial, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,
n. access the Platform or any Platform Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Platform or Platform Content,
o. utilize the Platform in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Platform or Website except for standard web browsers,
p. interfere with or disrupt the Platform or Platform Content (including the servers, networks or technology connected to the Platform), or
q. use or attempt to use another’s User Account or the Platform without express authorization from us or the applicable User.

16. Objectionable Material
You acknowledge and agree that the Platform must remain a safe site for families with children, so you agree not to, and we strictly prohibit, the uploading and display of any User Content portraying explicit nudity, adult content, or that is unacceptable for viewing by minors or objectionable, in our sole discretion. For example, but without limitation, prohibited User Content would include material that would be unacceptable in a public museum where minors visit, or User Content that would only be appropriate for adult sites, adult magazines, or R-rated movies. You acknowledge and agree that the sole discretion of whether User Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any User Content we deem to violate this Agreement or, or (b) to cancel the User Account from which such User Content made available on the Platform.

17. User Content Responsibility
You acknowledge and agree that (a) you are solely responsible for all of your User Content, and (b) we may, but are not obligated to, review and delete or remove (without notice) any User Content, in our sole discretion, including, without limitation, any User Content that violates this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Platform Content (except for this Agreement, the Privacy Policy and other legally binding agreements) for any purpose whatsoever. You will also comply with any of your own local, provincial, territorial and national laws regarding online conduct and acceptable content, including laws relating to the export of data if you are outside of Canada.

18. Other Uses
Any use of the Platform or the Platform Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.

19. Modifications to Service
We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Platform or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.

20. General Practices Regarding Use and Storage
You acknowledge that we may establish general practices and limits concerning use of the Platform, including, without limitation, the maximum number of days that User Content will be retained by the Platform, the maximum number of User Content that may be transmitted, posted, shared, used, copied, or otherwise made available on the Platform (whether per User Account or globally), the maximum size of any User Content, the maximum disk space that will be allotted on the Platform servers on any User’s behalf, and the maximum number of times (and the maximum duration for which) any User may access the Platform in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications or Content maintained or transmitted by the Platform. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account that is inactive for an extended period of time in our sole discretion.

21. Termination
You may terminate your User Account at any time by deleting your User Account. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Platform, have used our Platform to violate any law or have breached any term of this Agreement. We will give you notice of such deactivation and you agree to immediately cease all use of our Platform and any Platform Content or Content licensed to you in Section 12 of this Agreement.

22. Trademarks
Notwithstanding anything else in this Agreement, “Ziptasker”, the Ziptasker logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by Ziptasker on or in connection with the Platform (collectively, the “Marks”) are registered trademarks, trademarks or trade dress of Ziptasker or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

23. Advertisements
We may run advertisements and promotions on the Platform. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Platform is subject to change in our sole discretion.

24. Care and Satisfaction Promise
If you are not reasonably satisfied with the performance of the Task, you may request and submit a form for a claim at hello@ziptasker.com detailing the reasons you are not satisfied with the Task. We will endeavour to resolve the problem in the manner determined by us, which may include using the same or another Tasker to correct the problem, or reimbursing you for the Task payment amount you have paid or by applying credits redeemable towards future Task to your User Account.

25. User-and-User Disputes and Release
The Platform is only a venue for connecting Users. We are not involved in the actual contact between Users and you are solely responsible for your interactions with other Users. If you have a dispute with one or more Users, you release Ziptasker (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect arising out of or in any way connected with such disputes.

26. Disclaimers
a. No Responsibility for Others’ Content. We are not responsible or liable in any manner for any User Content or third-party Content available on the Platform, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Platform. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users’ actions and are not responsible for any Content you may encounter on the Platform, be it User Content or third party Content. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, Ziptasker has no responsibility to monitor any User Content or third-party Content.
b. Availability. The Platform may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Platform) or combination thereof.
c. No Guarantee. We make no guarantee regarding the provision of Tasks, the acceptance of any requests for the provision of Tasks, the availability, workmanship, timeliness, integrity, ability or skill of Taskers or the Task they purport to be able or willing to provide. We do not guarantee that the Taskers hold any qualification, certification, licence, schooling, training, or insurance required to provide the Tasks. ZIPTASKER DOES NOT WARRANTY ANY TASKERS PROFESSIONAL ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE, INSURANCE, BOND, OR WORKER’S COMPENSATION PROTECTION REGALATED TO A TASK.
d. AS IS; AS AVAILABLE. THE PLATFORM AND THE PLATFORM CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ZIPTASKER DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ZIPTASKER CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY TASK, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. ZIPTASKER DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ZIPTASKER DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SITES.

27. Limitation on Liability.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION),
a. IN NO EVENT WILL ZIPTASKER, OR THEIR DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE PLATFORM, THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF ZIPTASKER IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ZIPTASKER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ZIPTASKER FOR THE TASK DURING YEAR IN WHICH YOUR SUCH CAUSE AROSE (FOR EXAMPLE, IF YOU ARE A TASKER, THE AMOUNT OF YOUR TASK FEE). YOU ACKNOWLEDGE THAT THE PLATFORM IS FREE FOR REQUESTING USERS. NOTWITHSTANDING THE ABOVE, IN NO CASE WILL ZIPTASKER’S LIABILITY TO YOU EXCEED THE LESSER OF (I) 20% OF TOTAL COST OF THE TASK IN A CALENDAR YEAR AND (II) $100. YOU ACKNOWLEDGE THAT IF NO SUCH FEES ARE PAID BY YOU TO ZIPTASKER FOR THE TASK, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ZIPTASKER, REGARDLESS OF THE CAUSE OF ACTION. ZIPTASKER DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OF FITNESS OF ANY TASK PERFORMED VIA THE PLATFORM.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS BUT ONLY TO THE EXTENT OF SUCH EXCLUSION BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

28. No Agency
You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and Ziptasker as a result of this Agreement or your use of our Platform. We are solely independent contractors.

29. Privacy
We care about the privacy of our Users. You can view our privacy policy at https://ziptasker.com/privacy_policy. Without limiting that, you acknowledge that we may (but have no obligation to) access, preserve and disclose your User Account data and any User Content if, in good faith, we believe that same is reasonably needed to (a) comply with applicable law or legal process, (b) enforce this Agreement, (c) protect against imminent harm to any person, any safety of any person, or any property of any person, or (d) such access, preservation, or disclosure is permitted under applicable law. You further acknowledge that the Platform uses the Internet and other, third-party networks, and that, accordingly, any information processed using the Platform may be processed or transmitted over various networks (including those outside of our control).

30. Copyright, Intellectual Property and Content Complaints
If you believe that any Content on the Platform infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Platform, you may send a written notification to our designated agent for copyright and other complaints:
• by e-mail: hello@ziptasker.com
• by regular mail:
Attention: Copyright, IP, and Content Complaints
Ziptasker Inc.
3080 Yonge Street, Suite 6060
Toronto, Ontario
M4N 3N1

The notification must be a written communication that includes the following:
a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
c. if the complaint is about objectionable content, the reasons for the objection;
d. identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
e. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
f. a statement that the information in the notification is accurate; and
g. if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.

31. Abuser and Repeat Abuser Policy
We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Platform or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable content through the Platform.

32. Governing Law; Venue and Jurisdiction
You agree that the laws of the Province of Ontario, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario with respect to any dispute hereunder.

33. Dispute Resolution
a. Contact Us First. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Platform, you agree to first contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing hello@ziptasker.com. You agree that if our dispute is not resolved by informal resolution within 15 days of your submission you will resolve any claims through final and binding arbitration (“Arbitration”).
b. Arbitration. You agree that any claim arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, that is not resolved through our customer service centre, will be finally resolved by Arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The Arbitration will take place in Toronto, Ontario, Canada. The language of the arbitration will be English.
c. No Class Actions. You hereby agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action. You further agree that, by entering into these terms, you and Ziptasker each agree that all claims and disputes shall be resolved under this Agreement. You further waive any constitutional or statutory right to go to court and have a trial in front of a judge or jury on an individual, class action, or representative action basis. In the event any litigation should arise between you and us, in any jurisdiction, in a suit to vacate or enforce an Arbitration award or otherwise, you and Ziptasker waive all rights to a jury trial, instead electing that the dispute be resolved by a judge, and agree to take any and all action necessary or appropriate to effect such waiver.
d. Statute of Limitations. You hereby agree that any claim under this Agreement must be brought within one year of the act giving rise to the claim.

34. Indemnity
You agree to indemnify and hold Ziptasker and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content and any Third Party Content, your use of the Platform, your conduct in connection with the Platform or with other Users of the Platform, or any violation of (a) this Agreement, (b) any law, or (c) any right of any third party.

35. Submissions
Notwithstanding any term herein related to User Content, you acknowledge and agree that any questions, comments, complaints, suggestions, ideas, feedback or other information about the Platform (collectively, “Submissions”), provided by you to us are non-confidential and shall become the sole property of Ziptasker, who shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

36.Electronic Communications
When you use the Platform, send e-mails to us, or register for a User Account, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail to the email address attached to your User Account through your Registration Data or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

37. Merger or Acquisition
It is possible that any of Ziptasker may be acquired or transferred as part of a merger, acquisition or other change of control. In the event of such a transaction, you understand and agree that we may assign our rights under this Agreement and that your personal information may be transferred to the succeeding entity in accordance with our Privacy Policy.

38. Interpretation
Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “person” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.

39. Other
This Agreement constitutes the entire agreement between you and us regarding the use of the Platform, superseding any prior agreements between you and us relating to your use of the Site or the Platform. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.