Taskloop Terms of Use

As Amended April 28, 2016

The following Terms of Use (the “Terms”) shall apply when any User views, uses, or conducts any transaction through or using any of the Company’s Services. Please review the Terms carefully. By accessing or using the Services, you signify your agreement to these Terms. These Terms shall include Company’s Privacy Policy, which is incorporated by reference in these Terms.

1. Definitions

  1. “Company” shall refer to the company Taskloop, LLC, a Tennessee Limited Liability Corporation engaged in the business of providing a mobile application  that enable users to enter into agreements to obtain and provide task for hire services for college students;

  2. “Terms” shall collectively refer to these Terms of Service and the linked Privacy Policy;

  3. “Services” shall collectively refer to all services offered by Company including, but not limited to, access to its website and mobile application, online services, and ability for Users to contract with each other to buy and sell authorized legal services to and from each other; and

  4. “User” shall refer to any person or entity accessing, using, or making any transaction through the Services.

2. Changes to Terms of Service and Notices

Company may modify these Terms at any time, under its discretion. Should there be any material changes to the Terms, Users shall be notified prior to the effective date of the new terms. The company may elect, but is not required, to display notice of the amendments on Services and on the Company mobile application if applicable. At the beginning of each new set of Terms, the effective date shall be posted. Users agree that the continued access of Services after the effective date for such new terms, warrants their acceptance to the changes.

3. Service Eligibility

To use Services, Users must be 18 years old, or older, and have the requisite power and authority to accept these Terms. If one is under 18 years of age, such person is strictly prohibited from using any of the Services.

People, businesses, or otherwise, may not access the Services if they are a known or unknown competitor, or if they have been previously banned from using the Services. If you are using any of the Services on behalf of a company, entity, or organization, then you represent and warrant you are: an authorized representative of such organization; have the requisite authority to bind the organization to these Terms; and agree to be bound by these Terms on behalf of such organization.

4. Service Permission

Company grants Users permission to use the Services subject to all restrictions set out in these Terms. Use of the Services is at User’s own risk, including the risk of exposure to offensive, indecent, inaccurate, objectionable, or otherwise inappropriate content.

5. Service Availability

Company provides Services to Users, and Services may be interrupted, suspended, insecure, changed, modified, updated, discontinued, or unavailable in particular locations. This may happen without notice from Company, and Company shall not be held liable for any problems, damages, or losses of any kind regarding availability or functionality of any of the Services.

6. User Accounts

In order for Users to engage in viewing and making transactions with other Users, Users may choose to create an account by providing a username, password, and basic personal information as specified in the Privacy Policy. Please note that Users may choose to use Services conduct service transactions without creating an account. If User does create an account, User may not share account information with, or allow access to your account by any third party. Users are responsible for all activity that occurs under User access credentials, and User agrees to use reasonable efforts to prevent unauthorized access to, or use of Services and to preserve the confidentiality of their username and password, and any device that User uses to access the Services.

Users may delete their Account, at any time when no transaction they are involved in is pending, by sending an email to Company to the address below with the following subject line:

To: mitch@taskloop.io

Subject: Taskloop Account Termination

7. Communication and Data Retention

Users with Accounts must submit an email address where they can receive emails from Company, regarding communication in connection with Services. Users may opt out of communications by following the directions located at the bottom of each communication.

To provide Services to Users, Company may collect and store highly sensitive information (“HSI”) including, but not limited to: User legal names, addresses, purchase history, browsing history, cookie information, financial information including credit card and bank details, email addresses, passwords, and usernames. Company will use commercially reasonable efforts to keep HSI for the shortest possible duration that is reasonably necessary to carry out the task for which it was collected. Company has taken commercially reasonable and appropriate security measures for a Company of its size to ensure the security of HSI. Furthermore, any and all data and communications may be retained to minimally meet any applicable legal or ethical reporting or document retention requirements.

Company hereby warrants it will not sell any User information, including HSI, to any third party. However, if the Company ever undergoes a business transaction such as but not limited to a merger, acquisition by another company, or sale of all or a portion of its assets, User personal information may be among the assets transferred. User hereby acknowledges and consents that such transfers may occur and are permitted under these Terms and this Policy, and that any acquirer of Company assets may continue to process personal information as set forth in these Terms and the Privacy Policy.

8. Fees and Payment

Users are allowed to conduct transaction with other uses for a fee. Company shall collect a fee of each transaction at a flat rate of 20% of each User-to-User transaction. All transactions are processed in United States Dollars, and are processed through a third party e-commerce provider, WePay, by using a credit or debit card. All payment processing is done through WePay, and is conducted under WePay’s Terms of Service and Privacy Policy, and not through Company.

9. Company Intellectual Property

Company owns all intellectual property connected to Services, including but not limited to its website, applications, or otherwise. This shall include visual interfaces, graphic design, website design, logo, application development, interactive features, compilation, technological code, software, Company hardware, and any method of compiling or analyzing Users’ content. This shall be considered Company intellectual property, which may be protected worldwide by copyrights, trademarks, trade secrets, and any other applicable intellectual property rights. These rights shall apply to property now existing or that which is created in the future by Company. User may not copy, reproduce, distribute, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of Company content on Services. Such unauthorized use may violate copyright, trademark, and communication regulations.

Company shall be able to use any ideas or suggestions made by Users in the Services, if Company chooses to do so. User is not entitled to any remuneration of any kind, under any circumstances, for such information. Any submitted suggestion shall provide Company with complete ownership and any intellectual property rights arising therefrom. Company shall be entitled to unrestricted use of such information.

10. Privacy Policy

By using the Company’s Services, website, or application, Users hereby agree to the Company’s Privacy Policy which may be found on Company website.

11. Prohibited Conduct and Transactions

User hereby agrees, while using Services, not to commit any of the following actions:

  1. Upload content or any information that could damage, disable, overburden, or impair any of Company’s servers or networks or any servers or networks used to provide the Services;

  2. Attempt to gain any unauthorized access to any other User account, Company computer networks, systems or infrastructure, by any means;

  3. Attempt to gain access to any other User accounts, for any reason;

  4. Use data mining, robots, or other data gathering devices on or through Services;

  5. Frame or link to the Services without express permission;

  6. Attempt in any way to reverse engineer, decompile, interrupt, or disassemble, any part of Services or its security features;

  7. Modify, distribute, reproduce, copy, adapt, or create any derivative work in any way, of any of the Services;

  8. In any way restrict other Users or persons from gaining access or creating accounts with Company or to use the Services;

  9. Use any technology or tool that automatically retrieves, alters, or combines Company content or Services;

  10. Reverse engineer any content, Services, website, or application of Company and its Users;

  11. Breach Company rights regarding intellectual property rights, or otherwise; and

  12. Use the Services or any content to transmit any computer viruses, Trojan horses, worms, or otherwise, that could potentially cause any damage to software or hardware of any Users or Company.

Furthermore, User hereby agrees, while using Services, certain restrictions exist concerning which type of transactions Users may engage in with other Users on of the Company’s Services. All of the following transactions are expressly disallowed on or using any of the Company’s Services. If Users are found to be conducting any of the following transactions, all User accounts associated with the transaction will be immediately deleted, and User may face any and all criminal and civil penalties applicable to the illegal transaction. The following activities are strictly not allowed using any of the Services:

  1. Any transaction that involves a violation of any and all federal, state, county, local, or municipal law;

  2. Under no circumstances may a User contract with another User for the delivery of alcohol, even if both Users are above the legal age in the jurisdiction(s) in which the transaction takes place;

  3. Under no circumstances are Services to be used by one User to contract with another User that involves in any way whatsoever, any minor User or minor third party to obtain access to alcohol;

  4. Under no circumstances are Services to be used by one User to contract with another User in such a way that involves the purchase, use, delivery, or otherwise, of any illegal substance, including any controlled substance, street drug, narcotics, prescription drug (even with a prescription), or otherwise;

  5. Under no circumstances are Services to be used by one User to contract with another User in such a way that involves any violation of any academic policy on the campus for which Users reside, attend, conduct the service transaction on or near, and for which they are otherwise present or near. This includes but is not limited to any academic dishonestly, cheating, test taking for another User, or violation of any honor code; and

  6. Under no circumstances may Users contract with other Users in any way that would be construed as prostitution, or for the transaction of providing sexual acts or favors for any payment or bargained for exchange of any kind; and

  7. Under no circumstances are Services to be used by Users to contract any sort of vehicular ride-sharing service.

12. Third Party Sites

Services may contain links to third party websites, and services not operated by Company. Company does not control these websites or services. Linked websites may be provided as a service to Users, and does not imply any endorsement of the activities or content of these sites, nor any association with its operators. Users assume any and all risks, known or unknown, now existing or existing in the future, by following a link to a linked site.

13. Limited Liability and Disclaimers

The following information applies to the maximum extent permitted under law. User rights are not limited beyond those they are rightfully entitled to. By using Company’s Services, Users hereby agree to the following Terms, and Users are forfeiting certain legal rights they may otherwise be entitled to you. If a User is uncertain of any of the following, it is suggested they consult a legal professional.

  1. Company provides Services on an “as is” and “as available” basis for Users’ use.  Company does not guarantee Services will be available in any location for any User, or that any Services will always be available at any given time. Company does not warrant Services will be uninterrupted, timely, error-free, or secure. Furthermore, it does not warrant any defects will be corrected. Company does not guarantee its website or applications will be free from viruses or other harmful components.

  2. Company has taken commercially reasonable efforts for a company of its size to keep its Services, Content, website, and application secure. Company accepts no liability for any loss, disruption, or damage incurred by Users to its data, computer, or software, that is a result of unauthorized access by any person who has caused a loss due to any data breach or hacking, even if such breach or hack was the mistake of Company. Users are responsible for taking their own precautions to ensure the electronic process employed for accessing Services, website, or application, does not expose them to the risk of viruses, malicious computer code, Trojan horses, worms, or otherwise, that may interfere, infect, or damage their computers, software, or data. Furthermore, Company limited liability shall extend should any Company computer, server, or software malfunction, and cause any Users any of the aforementioned losses. Company has taken precautions to prevent any malfunction, however User hereby agrees to accept full liability for any loss, of any kind, should they occur.

  3. Company provides Services so Users may interact with other Users on college campuses, and it provides the platform and ability for User to conduct transactions with other Users. These transactions are in the form of services for hire on a project basis. These transactions are strictly between User and another User, and Company is not involved in the transaction. User hereby assumes all risk and liability in contracting services for hire with other Users  through or using the Company’s Services. User hereby agrees not to hold Company liable for any damage or loss arising out of the transaction with other User, including but not limited to, death, personal injury, theft of property, financial loss, future loss, or loss of business or opportunity. User is expressly not liable in the event one User fails to pay other User for one or more contracted services or transactions. This liability disclaimer expressly includes any injury to body of any kind resulting from assault or battery, which arises or arose from a transaction through Services, whether directly or indirectly occurring. If User engages in a transaction with another User for the service of carpooling, ridesharing, or any other similarly construed service, User who chooses to ride with another User accepts any and all liabilities of doing so. Company does not check whether any such driver has a driver’s license, whether it is active, or verifies such driver’s personal driving record. User hereby agrees to release Company from all liability regarding any ridesharing transaction, and hold them harmless for any injury arising therefrom.

  4. Users hereby agree to hold third parties solely liable for any and all claims regarding such transactions with third parties. Any products or services purchased or otherwise acquired by a third party, are separate legal transactions solely between Users and the relevant third party, and in no way involve Company.

  5. Company may make software updates to it mobile application at any given time.  To use Services, Users may be obligated to download the updated version of the applications. Company may choose to make downloading the updated version of the application a required precedent to continued use of Services. However, Company makes no guarantees any subsequent version of an application will work on any User’s mobile phone or other devices.  Company is expressly not liable for any loss incurred due to Users’ inability to use Services due to the inability to use an updated version of the mobile application on their specific mobile device.

  6. Users assume any and all risk associated with using Company’s website, application, or Services. Company, its parents, subsidiaries, affiliates, owners, directors, officers, employees, licensors, distributors, subcontractors, sub-licensees, independent contractors, and agents (collectively known as the “Company Parties”) shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, or losses of any kind. These include without limitation, loss of profits, business, goodwill, use, data, mental distress, liabilities arising from Services transactions, or other intangible losses, whether based in contract, tort, negligence, strict liability, or otherwise, which may be incurred in connection with the use, or inability to use, Services, including interruption, inaccuracy, error, or omission.

  7. Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through any of the Company’s Services, hyperlink, website, or any of its applications. Users hereby agree to hold third parties solely liable for any and all claims regarding such transactions with third parties. Any products or services purchased or otherwise acquired by a third party, are separate legal transactions solely between Users and the relevant third party, and in no way involve Company.

  8. Company expressly disclaims all warranties, express or implied, including but not limited to: implied warranties of merchantability; fitness for a particular purpose; non-infringement; warranties of title and accuracy; warranties regarding products and services offered by all businesses listed on Company’s website or through its Services; and warranties in the course of dealing, performance or usage of trade.

  9. Company’s maximum aggregate amount of liability for any loss or damage a User experiences in Company’s content, Services, website, application, or otherwise, shall not exceed $100.   

14. Independent Relationship

Users fully understand and accept in no way do these Terms, Services, or otherwise, create a joint venture, agency, partnership, or employment relationship with Company.  Company is not liable for any financial or other loss of Users in any way, on any transaction, under any circumstances. Users accept use of Company’s Services often involves financial exchange, and the Company shall bear no liability or responsibility therefor.

15. Arbitration Agreement

All claims and disputes arising under or relating to these Terms and Services are to be settled by binding arbitration in the state of Tennessee or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in commercial arbitration and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of diction.

16. Class Action Waiver and Other Restrictions.

Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to claims between Users and Company alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these Terms (including the “Continuation” provision below), and without waiving either party's right of appeal, if any portion of this “Class Action Waiver and Other Restrictions” provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall sever and continue.

17. Indemnification

Users agree to indemnify, defend, and hold harmless, Company and Company Parties, from and against all: claims; injuries; damages; obligations; losses; lawsuits; attorney fees; legal fees or filing fees from any and all claims or demands made by any party related to Users’ use of any of the Services, website, or applications; violations of these Terms, goods and services purchased; or misuse of User accounts. Company reserves the right to execute the exclusive defense of any issues arising out of such indemnification. Users are expressly prohibited from settling such claims without the prior written consent of Company.

18. Exclusivity

These Terms are the complete and exclusive statement and the mutual understanding of Users and Company. These Terms supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Any waivers or amendments shall be effective only if made in writing and signed by an agent of Company authorized to do so.

19. Severability

Company’s failure to exercise, delay in exercising, any privilege, any power or any rights hereunder will not operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

20. Jurisdiction

These Terms of Use, and any dispute legal or otherwise arising from its implementation, shall be deemed to have been made in, and shall be construed pursuant to the laws of the state of Tennessee, and the United States of America. If any party brings a claim, parties hereby submit and consent to the personal and exclusive jurisdiction of the United States Federal Courts, within the State of Tennessee.   

21. Notice to California Users

Under California Civil Code Section 1789.3, users of Company Services are entitled to the following contact information: The Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs may be contacted in writing or by telephone at:

400 R Street, Suite 1080

Sacramento, California

95814

Telephone: (916) 445-1254, or (800) 952-5210

22. Termination and Survival

If a User breaches Terms, or any part of the Terms, in any way, then Company may take action up to, and including, suspending Users’ access to Services or prohibiting them from accessing Company website or application. Company may take these actions without liability or notice to you. If a User’s account is terminated due to a breach in the Terms, Users will not be entitled to any refund of any kind. Furthermore, Users can be barred from any future use of Services.

The following Sections of these Terms shall survive termination: Communication and Data Retention; Company Intellectual Property; Privacy Policy; Prohibited Conduct; Third Party Sites; Independent Relationship; Arbitration Agreement; Limited Liability and Disclaimers; Class Action Waiver and Other Restrictions; Indemnification; Exclusivity; Severability; Jurisdiction; Termination and Survival.

23. Contact Information

220 25th Avenue North

Suite 824

Nashville, TN 37203

info@taskloop.io

24651854.1