1. USER AGREEMENT

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Lorem Industries Inc. ("Lorem", “Storetasker”, “we”, “our” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.storetasker.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services, applications and products that are accessible through the Site and all Storetasker mobile applications that link to or reference this Agreement (“Services”) whether provided by us or our Affiliates.

This Agreement includes and incorporates by reference the following: Terms of Service, Privacy Policy, Vetting Guideline, and Project Contracts, as such agreements may be in effect and modified by Storetasker from time to time (collectively, “The Agreement”). This Agreement governs the use of the Services offered by Storetasker on our Site, links to its constituent parts available at Storetasker.com.

Subject to the conditions set forth herein, Storetasker may, in its sole discretion, change, modify, add to, supplement, delete or amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site effective with or without prior notice. Storetasker will provide reasonable advance notice of any amendment that includes a Significant Change. If the Significant Change includes an increase to fees charged by Storetasker, Storetasker will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in fees or any temporary or promotional fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).  

Your continued use of the Site or the Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings unless expressly stated that such other terms and conditions take precedence over conflicting terms of this Agreement. Capitalized terms are defined throughout this Agreement and in Section 22 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE OR SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

2. TERMS OF SERVICE

2.1. DIGITAL SIGNATURE

By registering for a Storetasker account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.

2.2. CONSENT TO USE ELECTRONIC RECORDS

In connection with the Terms of Service, you may be entitled to receive certain records from Storetasker or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Services, you give us permission to provide these records to you electronically instead of in paper form.

2.3. YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the Services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via any mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting our customer support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Services, and you will no longer be permitted to use the Site or the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.4. UP-TO-DATE ACCOUNT INFORMATION

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting our customer support. In addition, you agree to notify us immediately of any change in your address so that we may communicate with you via mail services.

2.5. HARDWARE AND SOFTWARE REQUIREMENTS

To access and retain the records and notices we provide to you electronically, you will require: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a mobile device that operates on IOS or Android; (d) a connection to the Internet; (e) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (f) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (g) a computer or device and an operating system capable of supporting all of the above; and (h) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (i) you have read and understand the above consent to receive records and notices electronically; (ii) you satisfy the minimum hardware and software requirements specified above; and (iii) your consent will remain in effect until you withdraw your consent as specified above.

3. STORETASKER ACCOUNTS

3.1. ACCOUNT ELIGIBILITY

To use the Site and certain Services, you must register for an Account. Storetasker offers the Site and Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Services for your business purposes only, unless you use the Site and Services solely as an employee of a registered User. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Expert Services; and (c) perform your obligations as specified by any Project Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Storetasker reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Storetasker’s sole discretion.

You represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to Canada or other sovereign country sanctions or embargoes; (iii) not an expert employed, either directly or indirectly, by another official Shopify Inc. (“Shopify”) expert or Shopify partner company or Shopify employees or (iv) an individual, or an individual employed by or associated with an entity ineligible to receive items subject to Canadian export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Services.

3.2. ACCOUNT & PROFILE

By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are an Expert, unless you use the Site solely as an employee of a User, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Merchant Account and one Expert Account without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3. IDENTITY VERIFICATION  

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Storetasker, if it is a separate legal entity. You authorize Storetasker, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

3.4. USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Storetasker to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.

3.5. VETTING GUIDELINES

Storetasker is committed to providing a platform allowing Merchants to work with qualified and trustworthy Experts. As such, Storetasker has set-out a system allowing it to vet Experts and ensure that the quality of the delivered Work Product exceeds Merchant’s expectations. Our Vetting Guidelines can be found at https://storetasker.com/vetting-guidelines/. Expert acknowledges and agrees to take part and fully collaborate with Storetasker’s vetting process, as determined by us, at our sole discretion.

3.6. MARKETPLACE USER REVIEWS

You acknowledge and agree that reviews benefit the marketplace, all Users, and the efficiency of the Site, and you specifically request that Storetasker post composite or compiled reviews about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that review results for you, including your Project rating (“Project Rating”), if any, will consist of comments, ratings, indicators of User satisfaction, and other reviews left by other Users. You further acknowledge and agree that Storetasker will make review results available to other marketplace Users, including composite or compiled reviews. Storetasker provides this review system as a means through which Users can share their opinions publicly and Storetasker does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled reviews and any Project Rating relate only to a Project and not to any individual person. You agree not to use the Project Rating to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.  

Storetasker does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Storetasker do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Storetasker is not legally responsible for any reviews or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the review system and protect Users from abuse, Storetasker reserves the right (but is under no obligation) to remove posted reviews or information that, in Storetasker’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Storetasker of any error or inaccurate statement in your review results, including the Project Rating, and that if you do not do so, Storetasker may rely on the accuracy of such information.

4. PURPOSE OF THE SITE AND SERVICES

The Site is a marketplace where Merchants and Experts can identify each other and advertise, buy, and sell Expert Services online. Subject to the Terms of Service, Storetasker provides the Services to Users, including hosting and maintaining the Site, enabling the formation of Project Contracts, and coordinating disputes related to those Project Contracts. If Users agree on terms for Expert Services, a Project Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Merchant and Expert Relationship). When a User enters a Project Contract, the User uses the Site to engage, communicate, deliver, invoice and pay online.

4.1. PAYMENT PROCESSING

Storetasker uses third party payment processors (“Third Party Payment Processors”), such as Stripe Payments Canada, Ltd. (“Stripe”), to provide payment processing and escrow services to Users to deliver, hold, or receive payment for a Project, and to pay service, membership and payment processing and administration fees to Storetasker (“Third Party Payment Processing Services”). The Third Party Payment Processing Services are intended for business use, so you agree to use the Third Party Payment Processing Services only for business purposes and not for consumer, personal, family, or household purposes.

Storetasker will establish and maintain an escrow account with Third Party Payment Processors, including without limitation (the “Payment Processing Account”), (i) to make payments, hold funds, receive funds, withdraw payments, release payments or issue refunds to either Merchants or Experts in connection with Projects; (ii) to make payments to Storetasker for payment processing administration fees; and (iii) to make monthly membership payments and service fees to Storetasker.

The processing of payments shall be subject to the terms, conditions and privacy policies of the Third Party Payment Processors in addition to this Agreement. User acknowledges and agrees that Storetasker shall not, under any circumstance, be responsible for errors or delays by the Third Party Payment Processors.

You hereby authorize and instruct Third Party Payment Processors to act as payment processing and escrow agents in connection with the Payment Processing Account and the payment, holding, and receipt of funds for each Project and other specified purposes (the “Payment Processing”) in accordance with the Terms of Service and the applicable Project.

5. MERCHANT AND EXPERT RELATIONSHIP

5.1. PROJECT CONTRACTS

You acknowledge and agree that a Project Contract is subject to this Agreement and the Terms of Service and is comprised of the following (as applicable): (a) the Flat Rate Project, the Project and/or the expanded Scope (as the case may be); (b) the Project terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand Storetasker’s obligations or restrict Storetasker’s rights under the Terms of Service; (c) the terms in Section  7 (Project Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Storetasker’s obligations or restrict Storetasker’s rights under the Terms of Service; and (d) any other contractual provisions accepted by both the Merchant and the Expert, to the extent that the provisions do not, and do not purport to, expand Storetasker’s obligations or restrict Storetasker’s rights under the Terms of Service. You acknowledge and agree that Storetasker is not a party to any Project Contracts, and that the formation of a Project Contract between Users will not, under any circumstance, create an employment or other service relationship between Storetasker and any Merchant and/or Expert.

5.2. PAYMENT AGREEMENTS AND PROJECT PAYMENT OPTION

Users agree that they will be bound by, and Storetasker will follow, the Flat Rate Project payment schedule, as described in Section 6.2, nonetheless, Storetasker’s shall have the right to disburse the payments to Users at its sole discretion, in cases of, including without limitation, disputes or delays.

6. PAYMENT TERMS

6.1. SERVICE FEE

The fees to use the Site and Services are paid solely by the Expert. When a Merchant pays an Expert, or when funds related to a Project are otherwise released to an Expert as required by the applicable Flat Rate Project, Storetasker will transfer to the Expert Account for the full amount paid or released, after it has deducted the amounts subtracted and disbursed to Storetasker the service fee specified below  (the “Service Fee”).

The Service Fee consists of:

  1.  Expert Fee for each Project based on a tiered pricing system (“Tiered Pricing”).
  2.  3% Payment Processing fee, which is an averaged amount collected by Third Party Payment Processors upon processing payments from Merchants.

The tiered pricing Service Fee is based on the total Expert Fees collected by an Expert for completed Projects (less any refunds or reversals) for the duration of his/her relationship with Merchants and throughout the term of this Agreement. The Service Fee rates decrease as the total Expert Fees collected from Merchants for Projects meet the following thresholds:

Total Expert Fees collected for Projects, based on amount of sales:

Expert agrees to pay Storetasker the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services.

6.2. PROJECT REQUEST AND PROJECT QUOTE

Project Requests must detail the Project title, the description of work needed and the Project category (skills required). A Project Request is claimed as “first come first served”, therefore, once an Expert claims a Project Request posted on the Site, said Expert shall have an Exclusive Conversation Right with the Merchant in connection with its Project Request. Expert must then submit a Project Quote detailing the Scope of work required in connection with its Project Quote. The Exclusive Conversation Right shall begin from the time the Project Request is claimed and until the Project Quote submitted to the Merchant is either accepted or declined (the “Exclusive Conversation Period”). Moreover, both the Merchant and Expert may terminate their relationship at any time during the Exclusive Conversation Period. However, Merchant is bound to Expert and the Project Contract once it accepts the Project Quote.

A Project Quote is comprised of an integer number of hours required to complete the Project multiplied by the fixed hourly rate of $65 (the “Hourly Rate”). Users acknowledge and accept the Hourly Rate may be changed, modified, increased or decreased at any time, at Storetasker’s sole discretion.

Expense and disbursements incurred or to be incurred must be accounted for within the Project Quote in full hours and must be rounded up to the following integer. For greater clarity, a Project Quote that requires 2 hours of work and $20 of expenses would be rounded up to 3 hours at $65 per hour.

If a Merchant refuses a Project Quote, pursuant to this Section, then its Project Request may be re-submitted on the Site and can be claimed by another Expert upon the same terms and conditions as provided herein.

6.3. MONTHLY SALES MINIMUM

Expert acknowledges and agrees that in order for an Expert to maintain its Tiered Pricing it must maintain a cumulative monthly sales minimum for Expert Services in the amount of $1,000 (the “Monthly Sales Minimum”). For each month that the Expert fails to reach the Monthly Sales Minimum, the Expert shall be demoted by one tier from its previous month’s Tiered Pricing level (the “Tier Demotion”), and may continue to be demoted for failing to meet the Monthly Sales Minimum until it reaches the 25%-Tiered Pricing level. In case of zero sales generated within a month and for reasons other than scheduled time-off the platform preliminary coordinated with the Storetasker Site Admin, the following restrictive measures shall apply until the circumstances are clarified:

  1. Zero sales within a month and projects in "in progress" status -> Storetasker freezes the ability of Expert to claim projects
  2. Zero sales within a month and no in "in progress" status -> Storetasker freezes Expert's account

As of the Tier Demotion, Expert’s cumulative Expert Fees collected, shall be deemed to be those of the minimum sales volume required for its new Tiered Pricing level. In order for Expert to benefit from lower Service Fee rates, Expert must collect from Merchants for Projects the cumulative volume of Service Fee as described in the Tiered Pricing for its new level. Storetasker shall nonetheless, have the right, but not the obligation to adjust or modify, the Expert’s Monthly Sales Minimum, at its sole discretion.

6.4. NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS  

Storetasker does not introduce Merchants to Experts and does not help Experts secure Projects. Storetasker merely makes the Services available to enable Experts to do so themselves. Therefore, Storetasker does not charge a fee when an Expert finds a suitable Merchant or finds a Project. However, a Merchant and an Expert are encouraged to use the Site to communicate and exchange the Work Product in connection with the Project Contract if they identified each other through the Site. In addition, Storetasker does not charge any fee or dues for posting public reviews and composite or compiled reviews, including Project Rating.

6.5. PAYOUTS TO EXPERTS

Under the Flat Rate Project, an Expert may withdraw funds that are payable to it for the Project (less any applicable Storetasker fees) within 3 days after the funds in connection with the Project Contract become available. Expert agrees that it will not receive interest or other earnings on the funds held by Storetasker prior to the disbursements to Expert.  Expert agrees to withdraw funds regularly in order to prevent excessive use of escrow.

Save and except for an Escalation Point (as more fully described in Section 7.4 (Dispute Resolution)), funds become available to Experts as of the earlier of (i) the acceptance and approval of the Project by the Merchant or (ii) following the expiration of the Review period (“Review Period”). The Review period begins once Expert completes a Project and lasts for 3 days thereafter. Merchant accepts and approves work submitted by Expert by clicking the Approve and Pay button. Merchant may only dispute, challenge or escalate the Project and the payment thereto during the Review Period. Merchant shall be deemed to have accepted and approved the Project if it fails to dispute, challenge or escalate at the expiration of the Review Period. Storetasker may, in its sole discretion, deviate from the typical billing cycle for Flat Rate Projects and charge the Merchant for any and all Time Logs at any time.

Notwithstanding any other provision of the Terms of Service or the Flat Rate Project, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Storetasker may hold the disbursement of the Expert Fees. Additionally, Storetasker may also hold the disbursement of the Expert Fees if: (a) we require additional information, such as Expert’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Expert Fees may be subject to dispute or Chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Project Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; (f) required by applicable law; (g) the funds for respective competed Projects have been kept in escrow and have not been withdrawn from escrow by Expert for more than 9 months; or (h) in cases when the funds for completed or not completed Projects remain available as the balance in the account of Expert whose access to Site was permanently frozen for the reason of breach of Terms of Service

In cases of fraud, abuse, or violation of the Terms of Service, Storetasker reserves the right to revoke any payments and Storetasker will have the right to hold and reclaim from Payment Processing Account all Expert Fees due to Expert (not just the Expert Fees from the Project Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Project; if we discover erroneous or duplicate transactions; or if we have supplied our Services in accordance with this Agreement yet we receive any Chargeback from the Payment Method used by you, or used by your Merchant if you are an Expert. You agree that we have the right to obtain such reimbursement and Storetasker will have the right to charge an applicable Payment Processing Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of Chargebacks is cause for termination of the applicable Payment Processing Account and revocation of your access to the Site.

6.6. NON-PAYMENT

If Merchant fails to pay the Expert Fees or any other amounts due under the Terms of Service, whether by canceling Merchant’s credit or debit card, initiating an improper Chargeback, or any other means, Storetasker may suspend or close Merchant’s Account and revoke Merchant’s access to the Site, including Merchant’s authority to use the Site to process any additional payments, enter into Project Contracts, or obtain any additional Expert Services. Without limiting other available remedies, Merchant must pay Storetasker upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Storetasker, at its discretion, may set off amounts due against other amounts received from or held by Storetasker for Merchant, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.7. NO RETURN OF FUNDS

Merchant acknowledges and agrees that Storetasker will charge Merchant’s designated Payment Method for the Expert Fees for Projects, upon Merchant’s acceptance and approval of the Expert Services. Therefore, and in consideration of the Services provided by Storetasker and the Third Party Payment Processing Services, Merchant agrees that once Storetasker charges the Merchant’s designated Payment Method for the Expert Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Merchant also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Merchant to resolve disputes. To the extent permitted by applicable law, Merchant therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Expert Fees or other Fees charged pursuant to the Terms of Service for any reason. A Chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Merchant initiates a Chargeback in violation of this Agreement, Merchant agrees that Storetasker may dispute or appeal the Chargeback and institute collection action against Merchant.

6.8. FORMAL INVOICES AND TAXES  

Storetasker will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Expert Fees.  Expert will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Expert Fees, charge value added taxes or any other such taxes and issue any invoices so required. Expert will also be solely responsible for remitting to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself. In the event of an audit of Storetasker, Expert agrees to promptly cooperate with Storetasker and provide copies of Expert’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Expert is engaging in an independent business as represented to Storetasker.

6.9. PAYMENT METHODS

The fees that Users are charged for payment processing and administration are included in the Service Fees.

In order to use certain Services, Merchant must provide account information for at least one valid Merchant Payment Account.

Merchant hereby authorizes Storetasker to run credit card authorizations on all PayPal accounts or credit cards provided by Merchant, to store credit card and banking or other financial details as Merchant’s method of payment for Services, and to charge Merchant’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by the Third Party Payment Processors.

When Merchant approves or is deemed to have approved a Project Contract, Merchant automatically and irrevocably authorizes and instructs Storetasker to charge Merchant’s Bank Account for the Expert Fees.  

By providing Merchant Payment Account information through the Site, Merchant represents, warrants, and covenants that: (a) Merchant is legally authorized to provide such information; (b) Merchant is legally authorized to perform payments using the Merchant Payment Account(s); and (c) such action does not violate the terms and conditions applicable to Merchant’s use of such Merchant Payment Account(s) or applicable law. When Merchant authorizes a payment using a Merchant Payment Account via the Site, Merchant represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Merchant Payment Account. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Merchant’s Merchant Payment Account(s), Merchant is solely responsible for paying such amounts by other means.

6.10. US DOLLARS AND FOREIGN CURRENCY CONVERSION

The Site and the Services operate in U.S. Dollars. If Merchant’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the charge will be processed in U.S. Dollars with the foreign currency conversion rate selected by Merchant’s Payment Method provider. Merchant’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Storetasker and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars.

7. PROJECT CONTRACT TERMS

Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Project Contract that an Expert enters directly with a Merchant when the Expert agrees to provide Expert Services to the Merchant are as set forth in this Section 7. Users may agree between them on any additional or different terms for their Project Contract as long as such terms do not and purport to affect the rights or responsibilities of Storetasker or violate the Terms of Service. Storetasker is not a party to any Project Contract by or between Users.  

Users agree that the terms concerning the Project Contract described on the Site, including Expert Fees, rates, hours, and milestones, form part of the Project Contract. Users agree to obtain the consent of the other before making changes to the Project Contract by adding additional or different milestones or making other changes to the Project Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Project Contract (see Section 7.5) or accept such changes by continuing to work on the Project Contract.

7.1. SERVICES

Expert will perform the Expert Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Expert Services will be determined and controlled solely by Expert, which is engaged by Merchant as an independent contractor.  

The Expert hereby agrees that they shall not engage in collaboration with the Merchant off the Storetasker platform, or receive any payments through 3rd party channels not supported by Storetasker. Such practices will result in a permanent removal of the Expert's account. If for any reason, as an Expert you wish to transact with a Merchant/User off the platform, please submit your request to support@storetasker.com to arrange special terms on a case-by-case basis.

7.2. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS

If a User subcontracts with or employs third parties to perform Expert Services on behalf of the User for any Project, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User that the User engages to perform any work on its behalf under a Project Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Project Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations).

Expert, Delegee, and Merchant acknowledge and agree that Delegees are not employees, independent contractors or agents of Storetasker or Merchant. Delegee, and Expert represent, warrant, and covenant that: (a) each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Storetasker nor Merchant has the right or power to supervise or control Delegees; and (c) no Delegees of any User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Storetasker or Merchant.

With respect to Delegees, Storetasker merely provides the platform for Expert to communicate and share information with Merchants and, if they are Users, with Delegees. Delegee, and Expert understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Expert, and/or Merchant and not by Storetasker. Delegee, and Expert acknowledge and agree that Delegees are not employees or independent contractors of Storetasker, and further acknowledge and agree that they will not be providing any services to Storetasker (directly or indirectly) while employed or engaged by another User.  

Delegee, and Expert acknowledge and agree that Storetasker does not, in any way, supervise, direct, or control Delegees; Storetasker does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Storetasker will not provide Delegees with training or any equipment, labour, or materials needed for a particular Project Contract; and Storetasker does not provide the premises at which the Delegees will perform the work.

7.3. MERCHANT PAYMENTS AND BILLING

Merchant becomes obligated immediately upon a Project Contract or upon activating any additional milestone.

7.4. DISPUTE RESOLUTION

Storetasker strives to offer a secure platform for Merchants and Experts to transact. Nonetheless, User acknowledges and agrees that there may arise disputes in connection with a Project and the need for mediation and dispute resolution thereto.

Storetasker uses third party mediators (“Third Party Mediators”) situated outside of Canada to mediate and arbitrate disputes between Users (“Third Party Mediators Services”). User authorizes and instructs Storetasker and the Third Party Mediators to have access to their Account or Project Workroom in the event of a dispute or Escalation Point.

User agrees and acknowledge to cooperate, assist in good faith, abide, and to provide Storetasker and/or Third Party Mediators with such information and take such actions a may be reasonably requested, in connection with any dispute or Escalation Point. With respect to disputes arising between Merchants and Experts, you agree to abide by the dispute resolution that applies to your particular Project Contract and/or decision rendered by Third Party Mediators in connection thereto.

User acknowledges and agrees that although Storetasker may moderate content or disputes in its sole discretion, it has no authority to legally bind third parties, or force them to resolve complaints, disputes or Escalation Points.

7.5. TERMINATION OF A PROJECT CONTRACT

Under Flat Rate Projects, once a Merchant’s Payment Method has been charged to fund the escrow account for the Project, absent a full refund to Merchant by Expert, the Project Contract does not terminate until the Expert Services are completed. However, either Merchant or Expert has the right to terminate a Flat Rate Project at any time with the consent of the other party or in the event of a material breach. If a Flat Rate Project is terminated, Merchant does not have the right to recover any payments already released to Expert from the escrow account for the Project.

7.6. INTELLECTUAL PROPERTY RIGHTS

CERTAIN DEFINED TERMS

The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Expert other than in the course of providing Expert Services to Merchant under the Project Contract and all Inventions that Expert incorporates into Work Product.

“Merchant Materials” means requests, intellectual property, and any other information or materials that Merchant provides to Expert for Expert to perform Expert Services.

“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

7.7. BACKGROUND TECHNOLOGY

Expert will disclose in the Project terms any Background Technology which Expert proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Expert discloses no Background Technology, Expert warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Expert will separately provide, with each delivery of Work Product to Merchant, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (i) the name and any associated version number, (iii) the applicable license or licensing terms, (iii) whether the item has been modified by Expert, and (iv) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Project Terms, Expert agrees that it will not incorporate into Work Product or otherwise deliver to Merchant any software code for which the use or distribution of the code will create (or purport to create) obligations for Merchant to grant any rights or immunities under Merchant intellectual property to a third party, including without limitation any obligation that the Work Product or Merchant software combined with, derived from, or distributed with such Work Product (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributable at no charge.

7.8. LICENCE TO BACKGROUND TECHNOLOGY

Upon Expert’s receipt of full payment from Merchant for delivery of Work Product, Expert hereby automatically grants to Merchant a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. The grant described herein applies only to the full payment of Work Product delivered or unless otherwise ordered by Third Party Mediators in the context of a resolution of a Merchant and Expert dispute or Escalation Point, to which Users agree to abide and be bound by.

7.9. MERCHANT MATERIALS

Merchant grants Expert a limited, non-exclusive, revocable (at any time, at Merchant’s sole discretion) right to use the Merchant Materials as necessary solely for the performance of the Expert Services under the applicable Project Contract. Merchant reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Merchant Materials. Upon completion or termination of the Project Contract, or upon Merchant’s written request, Expert will immediately return all Merchant Materials to Merchant and further agrees to destroy all copies of Merchant Materials and Deliverables (except for Background Technology as permitted by the Project Contract) contained in or on Expert’s premises, systems, or any other equipment or location otherwise under Expert’s control. Within ten days of such request from Merchant, Expert agrees to provide written certification to Merchant that Expert has returned or destroyed all Merchant Materials and Work Product as provided in this subsection.

7.10. OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Expert’s receipt of full payment from Merchant, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Merchant, and Merchant will be deemed to be the author thereof. If Expert has any Intellectual Property Rights to the Work Product that are not owned by Merchant upon Expert’s receipt of payment from Merchant, Expert hereby automatically irrevocably assigns to Merchant all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Expert retains no rights to use, and will not challenge the validity of Merchant’s ownership in, such Intellectual Property Rights. Expert hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.

7.11. LICENCE TO OR WAIVER OF OTHER RIGHTS

If Expert has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Merchant by Expert, Expert hereby automatically, upon Expert’s receipt of full payment from Merchant, unconditionally and irrevocably grants to Merchant during the term of such rights, an exclusive, even as to Expert, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Expert has any rights to such Work Product that cannot be assigned or licensed, Expert hereby automatically, upon Expert’s receipt of payment from Merchant, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Merchant or related to Merchant’s customers, with respect to such rights, and will, at Merchant’s request and expense, consent to and join in any action to enforce such rights. The grant described herein applies only to the full payment of Work Product delivered or unless otherwise ordered by Third Party Mediators in the context of a resolution of a Merchant and Expert dispute or Escalation Point, to which Users agree to abide and be bound by.

7.12. ASSISTANCE

Expert will assist Merchant in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Project Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Merchant is unable, after reasonable effort, to secure Expert’s signature on any document needed in connection with the foregoing, Expert hereby designates and appoints Merchant and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Expert.

7.13. IMMUNITY

A disclosure of information will be immune from prosecution or civil action if it: (A) is made (i) in confidence to a federal, provincial, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) is made as an inherent part upon the process of selling, merging or transferring the Company or its assets to successors or buyers, including but not limited to technology and  data stored on the Site and any other information necessary for continued uninterruptible operation of the Site and Service.

7.14. WORKER CLASSIFICATION

Merchant is responsible and assumes all liability for determining whether Experts are independent contractors or employees and engaging them accordingly; Storetasker disclaims any liability for such determination or the related Project. The Terms of Service do not create a partnership or agency relationship between Users. Expert does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Storetasker. For Project Contracts classified as independent contractor relationships, Merchant may not require an exclusive relationship. An Expert classified as an independent contractor is free at all times to provide Expert Services to persons or businesses other than Merchant, including any competitor of Merchant.

8. RECORDS OF COMPLIANCE

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

9. RELATIONSHIP WITH STORETASKER

Storetasker is not a party to the dealings between Merchant and Expert, including posts, proposals, screening, selection, contracting, and performance of Expert Services. Storetasker does not introduce Experts to Merchants or help Experts find Projects. Storetasker merely makes the Services available to enable Experts to identify and determine the suitability of Merchants for themselves and to enable Merchants to identify and determine the suitability of Experts for themselves. Storetasker does not, in any way, supervise, direct, or control Expert or Expert’s work. Storetasker does not set Expert’s work hours, work schedules, or location of work, nor is Storetasker involved in determining if the Expert Fees will be set at an hourly or fixed rate for a Project Contract. Storetasker will not provide Expert with training or any equipment, labor, or materials needed for a particular Project Contract. Storetasker does not provide the premises at which the Expert will perform the work. Storetasker makes no representations about, and does not guarantee the quality, safety, or legality of, the Expert Services; the truth or accuracy of Expert’s listings on the Site; the qualifications, background, or identities of Users; the ability of Experts to deliver the Expert Services; the ability of Merchants to pay for the Expert Services; or that a Merchant or Expert can or will actually complete a transaction.

Storetasker does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Merchant or Expert, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, provincial, state, or local tax authority in any nation with respect to Expert’s performance, and Merchant’s acceptance, of Expert Services.

Storetasker is not required to and may not verify any reviews or information given to us by Experts or Merchants, nor does Storetasker perform background checks on Experts or Merchants.

You hereby acknowledge and agree that Storetasker may provide information on the Site about an Expert or Merchant, such as reviews, composite reviews, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Experts or Merchants voluntarily submit to Storetasker and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Storetasker; Storetasker provides such information solely for the convenience of Users.

10. THIRD-PARTY BENEFICIARY

Users appoint Storetasker as a third-party beneficiary of their Project Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Storetasker hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Project Contract and Storetasker is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that Storetasker has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Project Contracts.

The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Storetasker, except and solely to the extent expressly stated in this Agreement.  

11. COMMUNICATIONS FROM YOU TO STORETASKER

All notices to Storetasker or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: 343 Tweedsmuir Ave, Unit C, Ottawa, Ontario, Canada, K1Z 5N3 ; or (c) in writing via email to admin@storetasker.com. All such notices are deemed effective upon receipt by Storetasker. Storetasker does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Storetasker or its registered agent for service of process.

12. STORETASKER’S ROLE

12.1. PROJECT CONTRACTS

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Merchants and/or Experts; (b) Storetasker is not a party to any Project Contracts between Merchants and Experts; (c) you are not an employee of Storetasker, and Storetasker does not, in any way, supervise, direct, or control the Expert or Expert Services; (d) Storetasker will not have any liability or obligations under or related to Project Contracts for any acts or omissions by you or other Users; (e) Storetasker has no control over Experts or the Expert Services offered or rendered by Experts; and (f) Storetasker makes no representations as to the reliability, capability, or qualifications of any Expert or the quality, security, or legality of any Expert Services, and Storetasker disclaims any and all liability relating thereto.

13. LICENCES AND THIRD-PARTY CONTENT

13.1. SITE LICENCE AND INTELLECTUAL PROPERTY RIGHTS

Subject to and conditioned on compliance with the Terms of Service, Storetasker grants you a limited licence to access and, if you have created an Account, to use the Site for the purpose of using the Services. You must not access (or attempt to access) the Site or Services by any means other than the interface provided, and you will not use information from the Site or Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Services for offering any goods or services other than Expert Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Services in any way for any public or commercial purpose without Storetasker’s prior written consent. You must not use any content of the Site or Services on any other website or in a networked computer environment for any purpose except your own viewing without Storetasker’s prior written consent. You must not frame or link to the Site or Services except as permitted in writing by Storetasker. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Services unless expressly permitted by applicable law. You will not access Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services. Storetasker and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Services. The Storetasker logos and names are trademarks of Storetasker and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any licence under any of Storetasker’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

13.2. USER CONTENT LICENCE

When you post User Content on the Site or through the Services or provide Storetasker with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licences specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Storetasker may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on Storetasker. To the extent permitted by applicable law, you also grant to Storetasker and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Storetasker’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive licence to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, Storetasker will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Services to you as further described in our Privacy Policy.

The licences to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Storetasker and our successors and Affiliates the irrevocable and perpetual licence to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Services, including without limitation about how to improve the Site or Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Storetasker under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Storetasker does not waive any rights to use similar or related ideas known or developed by Storetasker or obtained from sources other than you.

13.3. UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Storetasker and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Storetasker or any third party

13.4. THIRD-PARTY VERIFICATION

The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Storetasker. Storetasker neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Storetasker’s authorized employees acting in their official capacities.

13.5. LINKS AND APPLICATIONS

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Storetasker is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

13.6. MOBILE AND OTHER DEVICES

When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.  

13.7. SITE UPDATES

We may from time to time in our sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Storetasker reserves the right, at any time, to modify, suspend, or discontinue Services or any part thereof without notice. You agree Storetasker will not be liable to you or any third party for any modification, suspension, or discontinuance of Services or any part thereof.

14. CONFIDENTIAL INFORMATION

14.1. CONFIDENTIALITY

To the extent a Merchant or Expert provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Expert Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Expert); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Expert Services. A disclosure of information will be immune from prosecution or civil action if it: (A) is made (i) in confidence to a federal, provincial, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) is made as an inherent part upon the process of selling, merging or transferring the Company or its assets to successors/buyers, including but not limited to technology, data stored on our Site and any other information necessary for continued uninterruptible operation of the Site and Service.

14.2. RETURN

If and when Confidential Information is no longer needed for the performance of the Expert Services for a Services Contract or at Merchant’s or Expert’s written request (which may be made at any time at Merchant’s or Expert’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within 10 days after the receipt of disclosing party’s written request for such certification.

14.3. PUBLICATION

Without limiting Section 14.1 (Confidentiality), Merchant, Expert, and Storetasker will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Expert Services for a Service Contract.

15. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. STORETASKER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STORETASKER DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION  19 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST STORETASKER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

16. LIMITATION OF LIABILITY

Storetasker is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

ADDITIONALLY, IN NO EVENT WILL STORETASKER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF STORETASKER, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY STORETASKER WITH RESPECT TO PROJECT CONTRACTS ON WHICH USER WAS INVOLVED AS MERCHANT OR EXPERT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EXTRACONTRACTUAL LIABILITY, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME PROVINCES, STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

17. RELEASE

In addition to the recognition that Storetasker is not a party to any contract between Users, you hereby release Storetasker, our Affiliates, and our respective officers, directors, agents, subsidiaries, successors, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Expert Services provided to Merchant by an Expert and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 7.4 (Dispute Resolution).

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE LAW OR REGULATION THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE USER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOUR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that Storetasker failed to meet our obligations under the Terms of Service.

18. INDEMNIFICATION

You will indemnify, defend, and hold harmless Storetasker, our Affiliates, and our respective directors, officers, employees, representatives, successors and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Services by you, including any payment obligations incurred through use of the Services; (b) any Project Contract entered into by you, including, but not limited to, the classification of an Expert as an independent contractor; the classification of Storetasker as an employer or joint employer of Expert; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you.

19. AGREEMENT TERM AND TERMINATION

The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Services. Unless both you and Storetasker expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to admin@storetasker.com. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Projects when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (b) Storetasker will continue to perform those Services necessary to complete any open Project or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Projects, whichever is later, to Storetasker for any Services and to any Experts for any Expert Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Project Contract, or Storetasker from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting Storetasker’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Storetasker or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Storetasker’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

Without limiting Storetasker’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Storetasker or our Affiliates under the Terms of Service, you must pay Storetasker, and you authorize Storetasker or its Affiliate to charge you, for all fees owed to Storetasker and our Affiliates and reimburse Storetasker for the opt-out fee, if applicable, all losses and costs (including any and all time of Storetasker’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Storetasker will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Storetasker will have no liability whatsoever.

19.1. ENFORCEMENT OF AGREEMENT

Storetasker has the right, but not the obligation, to suspend or revoke your access to the Site and Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Storetasker’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Storetasker.  

19.2. CONSEQUENCES OF AGREEMENT TERMINATION

Termination of this Agreement and/or closing of your Account will not relieve Merchant of the requirement to pay for Expert Services performed prior to the Effective Date of the termination or thereafter for any Project Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Merchant hereby authorizes Storetasker to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, Storetasker will pay Expert, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Project Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Project Contracts with you. You therefore agree as follows: IF STORETASKER DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, STORETASKER HAS THE RIGHT BUT NOT THE OBLIGATION TO:  (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO PROJECT CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

19.3. SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

20. CANCELLATIONS, REFUNDS, AND DISPUTES

20.1. DISPUTE PROCESS AND SCOPE

For disputes arising between Merchants and Experts, you agree to abide by the dispute process that is explained in Section 7.4.

If a dispute arises between you and Storetasker or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Storetasker, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Storetasker (including any claimed employment with Storetasker or one of its Affiliates or successors), the termination of your relationship with Storetasker, or the Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Project Contract, escrow payments or agreements, any payments or monies you claim are due to you from Storetasker or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims, federal, provincial or state statutes or regulations addressing the same or similar subject matters, and all other federal, provincial or state legal claims arising out of or relating to your relationship with Storetasker or the termination of that relationship.

You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution”.

20.2. CHOICE OF LAW

This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims  made by any Expert located within Canada will be governed by the law of the Province in which such Expert resides.

20.3. INFORMAL DISPUTE RESOLUTION

Before serving a demand for a Claim, you agree to first notify Storetasker of the Claim at Attn: ● or by email to admin@storetasker.com, and Storetasker agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Storetasker must include pertinent account information, a brief description of the Claim, and Storetasker’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Storetasker will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

20.4. CHARGEBACK DISPUTES

Storetasker does not decide which Projects result in a Chargeback and it does not initiate a Chargeback.

In the event of a Chargeback, Third Party Payment Processors shall freeze the funds in connection thereto, and ask Storetasker to respond. Storetasker shall deploy all reasonable means to support the dispute response in order to protect the Expert from false or accidental Chargeback claims.

Moreover, to defend Expert in the event of a Chargeback, Storetasker will review the Project Workroom and will need full visibility to the Scope and communication between Merchant and Expert. Expert acknowledges and agrees to be fully responsible for lost Chargeback disputes as well as any fees and costs incurred by it or Storetasker. If the Chargeback was placed before the Project was marked as complete, the amount representing the Expert Fee will not be made available until the Chargeback is resolved by Storetasker or Third Party Payment Processor. If the Chargeback was made after the Project was completed and the Expert Fees were paid to the Expert, Storetasker will deduct the Expert Fees from the following Projects payment until its repayment in full (the “Expert Chargeback Fee”). If the Expert carries a balance or invoice forward and refuses or omits to pay Storetasker for the Expert Chargeback Fee in full within 10 days of the Storetasker’s or the Third Party Payments Processor’s decision thereto, Storetasker may, at its sole discretion, either freeze the Expert’s activity on the Site or deactivate the Expert Account, until it is paid in full.

If you have reasons to dispute or respond to a Chargeback, then you must respond to our request for information regarding the Chargeback within 7 calendar days of Storetasker’s or Third Party Payment Processor’s request. We will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if you have not responded within 7 calendar days of such request.

If Expert is receiving an excessive amount of Chargebacks or if Merchant is initiating excessive Chargeback claims, in each case as determined by Storetasker or the Third Party Payment Processor, you agree and acknowledge that you are responsible for any Expert Chargeback Fees levied as a result of these Projects. You will cooperate with us to determine why your Chargeback volume or the number of Projects processed on fraudulent or counterfeit cards is excessive and to implement measures to reduce the volume. We may terminate access to the Site if the Chargeback volume or the number of Projects processed on fraudulent or counterfeit Payment Method is deemed by us to be excessive or exceeds the Third Party Payment Processor’s accepted levels.

21. GENERAL

21.1. ENTIRE AGREEMENT

This Agreement, together with the Terms of Service, sets forth the entire agreement and understanding between you and Storetasker relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Storetasker drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or Storetasker because of the authorship of any provision of the Terms of Service.

21.2. SIDE AGREEMENTS

Notwithstanding subsection 21.1 (Entire Agreement), Merchants and Experts may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Storetasker’s obligations or restrict Storetasker’s rights under the Terms of Service.

21.3. COMPLIANCE

User will not violate any applicable foreign, federal, provincial, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

21.4. MODIFICATIONS

No modification or amendment to the Terms of Service will be binding upon Storetasker unless in a written instrument signed by a duly authorized representative of Storetasker. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 21.4 (Modifications) does not apply to amendments to the Terms of Service posted by Storetasker to the Site from time to time.

21.5. NO WAIVER

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

21.6. ASSIGNABILITY

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

21.7. SEVERABILITY

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

21.8. FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 19.3.

21.9. PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. La version anglaise des Conditions d’utilisation contrôlera à tous égards et prévaudra en cas d’incohérence avec les versions traduites, le cas échéant.

The Site is controlled and operated from our facilities in Canada. Storetasker makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, Canadian, provincial, and local laws and regulations, including, but not limited to, export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving Canadian origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by Canada; (b) subject to Canada economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the Canadian government.

22. DEFINITIONS

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Storetasker.

“Chargeback” means a claim for a reversal of credit or payment made by a Merchant to its Merchant Payment Account and may apply to Project for which the Work Product was not delivered pursuant to the Project Contract or to any modifications thereof mutually agreed upon by Merchant and Expert or in the event of fraud in connection with a Project.

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

“Escalation Point” means the claim, dispute, Chargeback or challenge initiated by Merchant relatively to a Project during the Dispute Period.

“Expert” means any authorized User utilizing the Site to advertise and provide Services to Merchants.

“Expert Deliverables” means requests, intellectual property, and any other information or materials that a Merchant receives from an Expert for a particular Project Contract.

“Expert Fees” means: (a) for a Flat Rate Project, the fixed fee agreed between a Merchant and an Expert; and (b) any bonuses or other payments made by a Merchant.

“Expert Payment Account” or “Expert Stripe Account” means Expert’s valid Stripe account.

“Expert Services” means all services performed for or delivered to Merchants by Experts.

“Exclusive Conversation Right” means an Expert’s exclusive right to discuss, negotiate and otherwise set the terms of a claimed Project Request.

“Flat Rate Project” means a Project Contract for which Merchant is charged a fixed fee agreed between a Merchant and an Expert, prior to the commencement of a Project Contract, for the completion of all Expert Services contracted by Merchant for such Project Contract.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Project” means an engagement for Expert Services that an Expert provides to a Merchant under a Project Contract on the Site.

“Project Contract” means the contractual provisions between a Merchant and an Expert governing the Expert Services to be performed by an Expert for Merchant for a Project in connection with a Project Request; and the additional agreements referenced in Section 5.1.

“Project Quote” means the quote submitted on the Site by an Expert detailing the scope of work, the project quote and the quote turnaround time for a Project Request.

“Project Request” means the request, detailing the Project title, the Project brief and the Project category, submitted by a Merchant on the Site for a Project that it wants an Expert to execute.

“Project Workroom” means the online communications platform set for on the Site where Merchant and Expert communicate and manage the Project.

“Merchant” means any authorized User utilizing the Site to seek and/or obtain Expert Services from another User. From time to time, Storetasker may act as a Merchant, and the terms and conditions of this Agreement applicable to Merchants will apply to Storetasker when Storetasker acts in this way.

“Merchant Deliverables” means requests, intellectual property, and any other information or materials that an Expert receives from a Merchant to perform Expert Services.

“Merchant Payment Account” means the Merchant’s credit card or PayPal account.

“Payment Method” means for Merchant and Expert, as the case may be, a valid credit card issued by a bank acceptable to the Third Party Payment Processor, Stripe Account, a bank account linked to your Account, a PayPal account, a debit card, or such other methods of payment as Storetasker may accept from time to time in our sole discretion.

“Scope” means the scope of work required to deliver a Work Product in connection with a Project.

“Significant Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“Time Logs” means the report of hours recorded for a stated period by an Expert for the Expert Services performed for a Merchant.

“User Account” means Merchant Account or Expert Account.

“User Content” means any data, review, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Storetasker.

“Work Product” means any tangible or intangible results or deliverables that Expert agrees to create for, or actually delivers to, Merchant as a result of performing the Expert Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

CONTACTING US

If you have questions or need assistance, please contact our customer support at support@codetasker.com.

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