TASQ TECHNOLOGIES LTD. – TASQ PLATFORM TERMS OF USE

These TASQ Platform terms of use (“TOU”) between TASQ TECHNOLOGIES LTD. (“TASQ”) and you ("User") govern the User’s access and use of the TASQ Platform and/or the TASQ Services (both as defined below), together with any and all restrictions and policies implemented by TASQ, from time to time, with respect to the TASQ Platform and/or the TASQ Services (“General Policies”, together with the TOU, the "Terms").
By accessing or using the TASQ Platform and/or the TASQ Services, User acknowledges the Terms and agrees to be bound by the Terms. If User does not accept the Terms, User may not use the TASQ Platform and/or the TASQ Services.
TASQ may make changes to this TOU, and User should check back often and make sure that User is familiar with the most current version of this TOU whenever User accesses and/or uses the TASQ Platform and/or the TASQ Services. Any amendment to this TOU will be effective upon TASQ's posting of such updated TOU at this location or the successor URL that TASQ may select. User's continued use of the TASQ Platform and/or the TASQ Services after such posting constitutes User's consent to be bound by this TOU, as updated and amended.
Definitions.
"TASQ PLATFORM", means the TASQ proprietary web-based "Software-as-a-Service" technology TASQ Platform, which enables Users to have their Images (as defined below) annotated by certain third party digital users ("Digital Users") via crowdsourcing, in accordance with an Accepted Order (as defined below), and subject to User's compliance with the Terms.
"TASQ Services" means the annotation of Images performed by Digital Users via crowdsourcing and provided by TASQ to User, in accordance with an Accepted Order (as defined below).
"Personal Data" means data that may be used, either alone or together with other information, to identify an individual User, including, without limitation, a User’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes (i) personal data as defined in the General Data Protection Regulation 2016 /679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"), and (ii) personal information or personal data, as defined by other applicable privacy and/or data protection laws.
User.
Subject to the User's compliance with the terms and restrictions set forth in the Terms, TASQ grants User a limited, personal, revocable, non-assignable, non-transferrable, non-sub-licensable, and non-exclusive right to access and use the TASQ Platform and use the TASQ Services subject to the Terms. It shall be clarified that these Terms do not entitle User to any right or title in the TASQ Platform and/or the TASQ Services (or any part thereof), other than the rights explicitly granted herein.
In order to access the TASQ Platform and to use the TASQ Services, the creation of a User account is required (collectively, an “Account”). For the creation of an Account, User must sign-up by providing the following information: User's name, email, company name.
User must create a password to access User's Account. User acknowledges that User's Account and password is personal to User, and User agrees not to provide any other person with access to the TASQ Platform and/or TASQ Services using User's Account or password. User agrees to notify TASQ immediately of any unauthorized access to or use of User's Account or password or any other breach of security at support@tasq.ai.
All information User provides for registration will be stored and used in accordance with TASQ's privacy policy at __________.
TASQ may impose limits on certain features and TASQ Services or restrict User's access to parts of or the entire TASQ Platform, terminate or limit any use of the TASQ Platform if User violates this TOU or TASQ otherwise objects to User's use of the TASQ Platform, at TASQ's sole discretion.
Order.
User shall submit an order for the performance of the TASQ Services via the TASQ Platform by crowdsourcing ("Order") at the designated place on the TASQ Platform. Each Order submitted hereunder is subject to the Terms. TASQ shall decide in its sole discretion whether to accept an Order or not. In case TASQ chooses to accept an Order from User, TASQ will notify User of its decision via email ("Acceptance Email"). It shall be clarified that solely Orders which have nee accepted via Acceptance Email ("Accepted Orders") are deemed to be valid Orders.
In accordance with the Accepted Order, User shall upload the images, documents, graphics, and/or any other data User wants to be annotated via the TASQ Platform at the designated place on the TASQ Platform, in accordance with the types and sizes mentioned on the TASQ Platform ("Images"). It shall be clarified that TASQ will not be liable for any failure to perform TASQ Services that is caused by User’s delay in or failure to provide Images in accordance with the requirements provided herein.
By uploading the Images on the TASQ Platform, User grants to TASQ a worldwide, royalty-free, non-exclusive license to use, reproduce, electronically distribute, publicly display, and have third parties (including Digital Users) via crowdsourcing perform certain assignments associated with the Images for purposes of performing the TASQ Services hereunder.
Restrictions.
User hereby acknowledges that User is prohibited from:
Uploading, posting or otherwise distributing User Data (as defined below) of a defamatory, damaging, obscene, offensive, violent or violence-inciting nature via the TASQ Platform, or User Data that is political, racist, xenophobic or generally in any way contrary to the laws and regulations in force;
creating links to any content available via the TASQ Platform; or selling, exchanging or monetizing information, content or any data on the TASQ Platform or the TASQ Services;
reverse engineering, decompiling, disassembling, decrypting on the TASQ Platform or otherwise attempting to obtain the source code, object code or underlying structure, ideas or algorithms, documentation or data related to the TASQ Platform and/or the TASQ Services, or modify, translate, or create derivative works based on the TASQ Platform and/or the TASQ Services;
rent, lease, or otherwise permit third parties to use the TASQ Platform and/or TASQ Services; or use the Service to provide TASQ Services to third parties (e.g., as a service bureau or timesharing);
using manual or automatic devices or software, coding robots or other means to access, explore, extract or index any page on the TASQ Platform;
scanning the TASQ Platform, testing the vulnerability of the TASQ Platform, or breaching the security or authentication measures of the TASQ Platform; or circumventing or disabling any security or other technological features or measures of the TASQ Services and/or the TASQ Platform;
using logos, trademarks or any other element protected by TASQ’s intellectual property rights, or removing any proprietary notices or labels;
simulating the appearance or functioning of the TASQ Platform, e.g. by mirroring; or disturbing or disrupting the TASQ Platform, directly or indirectly; or transmitting or activating viruses via or on the TASQ Platform.
Representations and Warranties.
User represents and warrants that User is the rightful owner of the Images and in any other content, data and information uploaded, posted or otherwise transmitted by User to TASQ in connection with the TASQ Platform and the TASQ Services ("User Data") or that User has (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.
User acknowledges that TASQ will not bear any liability for any loss, damage, cost, or expense that User may suffer or incur as a result of or in connection with uploading any User Data and TASQ is not responsible or liable to any third party for the content or accuracy of any User Data posted by User or any other User of the TASQ Platform and/or TASQ Services. User is solely responsible for its User Data and the consequences of posting or uploading such User Data on the TASQ Platform and/or the TASQ Services, in any way.
Without derogating from the above, User expressly agrees that the User Data will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful,  defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list.
User acknowledges that TASQ is under no obligation to edit or control any User Data and will not be in any way responsible or liable for any User Data. Although TASQ has no obligation to screen, edit or monitor any of the User Data, TASQ explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User content available on the TASQ Platform and/or TASQ Services, at any time and for any reason, and User is solely responsible for creating backup copies of User's content.
User represents and warrants that (i) it is responsible for its collection and the protection of Personal Data, and it shall provide a publicly accessible privacy policy where required by applicable law, and (ii) it does not transfer any Personal Data to TASQ.
User acknowledges that (i) the TASQ Services are performed by Digital Users via crowdsourcing, and not by TASQ; (ii) TASQ is under no obligation to control the performance of the TASQ Services and/or the results thereof; and (iii) TASQ will not be liable in any way whatsoever with respect to the performance of the TASQ Services and/or the result thereof.
It shall hereby be clarified, that User Data does not include non-identifiable aggregated data compiled by TASQ or data or information gathered by TASQ entirely from the public domain.
Availability of the TASQ Platform and the TASQ Services.
TASQ will make reasonable commercial efforts to keep the TASQ Platform and the TASQ Services operational during normal business hours. However, TASQ might have to change, suspend, or discontinue any aspect of the TASQ Platform and/or the TASQ Services, or any part thereof, at any time, including the availability of the TASQ Platform and/or the TASQ Services. User acknowledges that it is normal to have a certain amount of system downtime and agrees not to hold TASQ liable for any of the consequences of such interruptions. TASQ will use an internal system to measure whether the TASQ Services are available, and User agrees that this system will be the sole basis for resolution of any dispute that may arise on this matter.
User acknowledges that it is informed that the TASQ Services are partially based on third party services (interface, API, etc.) and that in the event of unavailability or dysfunction of one of the services will be unavailable and TASQ shall in no case be held responsible for any of the consequences.
TASQ reserves the right to update and make operational modifications to the TASQ Platform at any time. These updates and operational modifications to the TASQ Platform may make access to the TASQ Services momentarily unavailable.
The User undertakes not to expose the TASQ Platform to any risk of piracy and attempted attacks on the vulnerability of the TASQ Platform and its security system, and to implement all appropriate measures to prevent those aforementioned risks or any other risk that may affect the TASQ Platform.
Ownership.
The TASQ Platform, the TASQ Services, and all software, documentation, information, tools, documents, processes, methodologies, know-how, data, websites and any additional intellectual or other property used by or on behalf of TASQ or otherwise related to the TASQ Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “TASQ Property”) will be and remain the sole and exclusive property of TASQ. To the extent, if any, that ownership of any TASQ Property does not automatically vest in TASQ by virtue of the Terms, or otherwise, User hereby transfers and assigns to TASQ, upon the creation thereof, all rights, title and interest User may have in and to such TASQ Property (and waives any and all moral rights, as applicable).
TASQ owns and shall maintain ownership of all right, title and interest in and to the TASQ Platform and the TASQ Services and any content, software, information, technology, data and materials, however supplied or made available by TASQ hereunder (including any intellectual property rights therein).  TASQ expressly reserves all rights to the foregoing, and except for the limited license of rights expressly set forth herein, TASQ does not grant User any right, title, or interest in any intellectual property owned or licensed by TASQ.  
User shall retain all right, title and interest in the Images and in any other data and information transmitted by User to TASQ in connection with the TASQ Platform and the TASQ Services (collectively, “User Data”).
Without derogating from the above, TASQ shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the TASQ Platform and/or the TASQ Services any suggestions, enhancement requests, recommendations or other feedback TASQ receives from User.
This TOU does not confer any right of ownership for the TASQ Platform and/or the TASQ Services. The temporary provision of the TASQ Platform and the TASQ Services, shall not be construed as assigning any intellectual property right whatsoever to the User.
Support.
For so long as User is current with its payment of the Services Fees (as defined below) specified on the applicable Accepted Order and is compliant with the Terms, TASQ will use reasonable efforts to provide User with technical support services relating to the TASQ Platform, as set forth in more detail in the service level agreement ("SLA"), attached hereto as  Exhibit A. For clarity, the SLA is not applicable (i) during periods of scheduled or necessary maintenance; (ii) periods of non-availability due to force majeure; (iii) acts or omissions of either User or a third party; or (iv) during any period of suspension of the TASQ Platform and/or the TASQ Services by TASQ in accordance with the terms of the Agreement.
Service Fees.
In consideration for the access and use of the TASQ Platform and/or the TASQ Services, User shall pay TASQ the service fees ("Services Fees"), in accordance with the payment terms set forth in Exhibit B.
User will bear all taxes, duties, and other governmental charges (collectively, "Taxes") resulting from these TOU. User will pay any additional Taxes as are necessary to ensure that the net amounts received by TASQ after all such Taxes are paid are equal to the amounts that TASQ would have been entitled to in accordance with these TOU as if the Taxes did not exist.
Term and Termination.
User may cancel its access to the TASQ Platform at any time by notifying TASQ, or by ceasing all use of the TASQ Platform and/or the TASQ Services, and deleting data collected from the TASQ Platform (the "TASQ Data") in User's possession or control. It shall, however, be clarified that any termination by User (except for termination for cause) does not entitle him to any refund of any Service Fees already paid to TASQ.
TASQ may terminate User's access to the TASQ Platform and/or the TASQ Services immediately if User does not comply with the Terms, is engaged in any activity that may expose TASQ to risk or liability of any kind, or if TASQ otherwise objects to User's use of the TASQ Platform, at TASQ's sole discretion. User agrees that TASQ shall not be liable to User or any third party for any costs, liabilities, losses, expenses, or damages that may result from termination of this TOU or User's access to the TASQ Platform and/or the TASQ Services.
User agrees that TASQ shall not be liable to User or to any third party for any access, use, modification, suspension or discontinuance of the TASQ Platform and/or the TASQ Services, or any portion thereof.
The following Sections of this TOU shall survive any expiration or termination of this TOU: 8, 11.5, 12, 13, 14, 15.1, 15.4, 16, 17.
Upon any expiration or termination of this TOU, User will promptly cease using the TASQ Platform and the TASQ Services, and delete any TASQ Data.
Confidentiality.
TASQ technology, the TASQ Platform, the terms and pricing hereunder, and any other data to which User has gained access to or will gain access to (including but not limited to TASQ Data) or will be disclosed by TASQ, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, is the “Confidential Information” of TASQ and proprietary to TASQ, unless User can demonstrate that such data: (i) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to User; (iii) became generally available in the public domain after disclosure other than through User's act or omission; (iv) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (v) was independently developed by User without use of or reference to any information or materials disclosed by TASQ, as can be proved by User. User may use this Confidential Information only as expressly permitted hereunder and User may not share the Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws.
Privacy and Data Security.
User will at all times comply and ensure that User, its employees, agents and service providers comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies, including but not limited to: (i) the European Union General Data Protection Regulation (Regulation 2016/679); (ii) the ePrivacy Directive (Directive 2002/58/EC) or any local or European law implementing or replacing the same; (iii) the California Consumer Privacy Act of 2018; or any regulations implemented pursuant thereto.
With respect to Personal Data transferred to TASQ (and only to the extent such Personal Data is transferred to TASQ) (i) it shall be considered a Controller (as defined in the GDPR) of such Personal Data; (ii) it has and shall maintain throughout the term all necessary rights and consents required under applicable law to provide Personal Data to TASQ; (iii) to the extent the basis of the collection of data is consent, it shall ensure that a record of such consents is maintained, as required under applicable law; (iv) any services performed by TASQ are services on behalf of User and TASQ does not have any control or influence over the content of the User Data processed by the TASQ Platform and/or the TASQ Services and User shall indemnify TASQ for any breach of data privacy laws therein and therewith.
Disclaimer of Warranties.
THE TASQ PLATFORM AND/OR THE TASQ SERVICES ARE PROVIDED “AS IS'' AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND TASQ EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. USER’S USE OF THE TASQ PLATFORM AND/OR THE TASQ SERVICES IS AT THE USER’S SOLE DISCRETION AND RISK, AND THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY ARISE FROM SUCH USE. TASQ MAKES NO WARRANTY OR GUARANTEE THAT USER’S USE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, OR THAT ANY ERRORS IN THE TASQ PLATFORM WILL BE CORRECTED.
Indemnity.
By User. The User agrees to defend, indemnify and hold harmless TASQ, its affiliates and each of their respective officers, directors, employees, agents from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including reasonable attorneys’ fees) arising out of or related to (i) any third party claim or threatened third party claim with respect to the User’s use of the TASQ Platform, and/or the TASQ Services infringe the intellectual property or other rights of a third party; (ii) any third party claim or threatened third party claim that the User Data infringes the intellectual property or other rights of a third party; (iii) User's acts or omissions under the Terms; (iv) User's breach of any representation, warranty, obligation or covenant under the Terms; (v) User's gross negligence or willful misconduct; and/or (vi) User's access to or use of the TASQ Platform and/or the TASQ Services.
By TASQ. Subject to the Indemnification Conditions set forth below, TASQ hereby agrees to defend and indemnify User against any damages awarded against User by a court of competent jurisdiction, or paid in settlement, arising from a claim by a third party that the TASQ Platform used within the scope of these TOU infringes such third party's intellectual property right. Without derogating from the foregoing defense and indemnification obligation, if TASQ believes that the TASQ Platform and/or the TASQ Services, or any part thereof, may be infringing, then TASQ may at its sole discretion: (i) obtain (at no additional cost to User) the right to continue to use the TASQ Platform and/or the TASQ Services; (ii) replace or modify the allegedly infringing part of the TASQ Platform and/or the TASQ Services, so that it becomes non-infringing while giving substantially equivalent performance; or (iii) terminate this TOU immediately. It shall be clarified that this Section 16.2 states TASQ's entire liability and User's exclusive remedy for any claims of infringement.
Indemnification Conditions. The defense and indemnification obligations of TASQ under this section are subject to: (i) TASQ being given prompt written notice of the claim; (ii) TASQ being given immediate and complete control over the defense and/or settlement of the claim; and (iii) User providing cooperation and assistance, at TASQ’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices TASQ's defense of or response to such claim; except if there is any conflict of interest between the parties or TASQ has failed to defend such claims, in such event the User shall have the right to appoint its own legal counsel, at the User’s expense.
Notwithstanding the above, it shall be clarified, that TASQ will have no obligation under this Section for any claim that arises out of, is related to or is based upon (i) User Data, (ii) the TASQ Services are provided to comply with designs, requirements, or specifications required by or provided by User, if such claim would not have arisen but for compliance with such designs, requirements, or specifications; (iv) use of the TASQ Platform and/or the TASQ Services by User for purposes not intended or outside the scope granted to User in the Accepted Order; (v) User’s failure to use the TASQ Platform and/or the TASQ Services in accordance with instructions provided by TASQ, if the infringement or misappropriation would not have occurred but for such failure; or (vi) any modification of the TASQ Platform and/or the TASQ Services through Users use or not made or authorized in writing by TASQ, where such infringement or misappropriation would not have occurred absent such modification.
Limitation of Liability.
TASQ SHALL HAVE NO LIABILITY WITH RESPECT TO THE TERMS, THE TASQ PLATFORM, THE TASQ SERVICES, OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSSES OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING IN ANY WAY FROM THE TERMS, THE TASQ PLATFORM, THE TASQ SERVICES, EVEN IF TASQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, TASQ’S LIABILITY TO USER OR TO ANY THIRD PARTY, IN CONNECTION WITH THE TERMS, FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED FROM USER UNDER THE APPLICABLE ACCEPTED ORDER, IN THE 12 MONTH PRECEDING THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
Miscellaneous.
Entire TOU. This TOU constitutes the entire TOU between TASQ and User and supersedes any prior oral or written TOUs relating to the subject matter hereof between TASQ and the User.
Assignment. This TOU and the rights and obligations hereunder may not be assigned or delegated by User without the prior written consent of TASQ, which may be withheld at the sole discretion of TASQ.
Relationship of the Parties. Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between User and TASQ.  
Governing Law; Jurisdiction. This TOU will be governed by and construed according to the laws of the State of Israel, without reference to its conflict of laws provisions. The parties agree to submit to the personal and exclusive jurisdiction of the courts in Tel Aviv, Israel.
Waiver. The failure of TASQ to exercise or enforce any right or provision of this TOU will not constitute a waiver of such right or provision.
Severability. If any provision of this TOU is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this TOU and the remaining provisions will remain in full force and effect.
Publicity. Unless otherwise expressly approved by TASQ in advance and in writing, the User may not make any statement, press release or other public communication regarding this TOU or the use of the TASQ Platform.
Non-Exclusivity. Nothing in the Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to the Terms. The Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.
Injunctive Relief. The User acknowledges that User’s breach of the TOU may cause TASQ irreparable harm. Thus, the User agrees that, in addition to any other rights or remedies available under applicable law, TASQ shall have the right to immediate injunctive relief in the event of any such breach.