Renesent Terms of Service

Last updated: May 24, 2018

These Terms of Service constitute a legally binding agreement between you and

Renesent, Inc. (“Company” or “Renesent”) governing your use of the Renesent Platform

(as defined below), Company’s website (https://www.Renesent.com or the “Site”) or

mobile applications (the “Apps”). The Renesent platform and related services provided

by Company, the Site, and Apps, including without limitation communications and

information (whether in writing, orally, or otherwise howsoever) provided by Company to

potential and actual Taskers and Clients in relation to the services, together are

hereinafter collectively referred to as the “Renesent Platform.”

Any personal data you submit to the Renesent Platform or which we collect about you is

governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is

available here. You acknowledge that by using the Renesent Platform you have

reviewed the Privacy Policy.

Your use of the Renesent Platform constitutes your acceptance of and agreement to all

of the terms and conditions in these Terms of Service, the Privacy Policy, the Renesent

Trust Pledge (the “Trust Pledge”), and any future amendments and additions to this

Agreement (as defined below) as we may publish from time to time. The Privacy Policy

and the Trust Pledge are incorporated by reference into these Terms of Service and

together form and are hereinafter referred to as this “Agreement”.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU

AND RENESENT CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL

ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 18). PLEASE

READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING IF

APPLICABLE YOUR RIGHT TO OPT OUT OF ARBITRATION.

IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY

ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT

LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT

(INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN

SECTION 18) AND YOU ACCEPT ALL OF ITS TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT

USE OR ACCESS THE RENESENTPLATFORM.

You must be 21 years old and at least the legally required age in the jurisdiction in

which you reside, and otherwise capable of entering into binding contracts, in order to

use or access the Renesent Platform. If you are under 21 years old or the age of

majority in your jurisdiction, then you may not use or access the Renesent Platform.

Children under 13 years old are prohibited from accessing the Renesent Platform or

otherwise providing any personal information to Renesent.

A few highlights of these Terms of Service include:

  • Your agreement that the Renesent Platform is provided “as is” and without

warranty (Section 16).

  • Your agreement that Company has no liability regarding the Renesent Platform

or the performance of Tasks (Section 16).

  • Your acknowledgment and agreement that you, and not Renesent, scope,

supervise, direct, control, and monitor a Tasker’s work and the Tasks (Section 1).

  • Your acknowledgement and agreement that Clients (as defined below) are solely

responsible for determining if the Tasker they hire is qualified to perform the task

at hand.

  • Your consent to release Company from liability based on claims between Users

(Section 2) and generally (Section 16).

  • Your agreement to indemnify Company from claims due to your use or inability to

use the Renesent Platform or content submitted from your account to the

Renesent Platform (Section 17).

  • Your consent to submit any claims against Company to binding arbitration, and

on an individual basis only, to the extent permissible by law (Section 18).

  1. The Renesent Platform Connects Taskers and Clients

The Renesent Platform is a web-based communications platform which enables

connections between Clients and Taskers. “Clients” are individuals and/or businesses

seeking to obtain task services (“Tasks”) from Taskers and are therefore clients of

Taskers, and “Taskers” are individuals and/or businesses seeking to perform Tasks for

Clients. Clients and Taskers together are hereinafter referred to as “Users.” If you agree

on the terms of a Task with another User, you and such other User form a Service

Agreement directly between the two of you as set forth in more detail in Section 3

below.

TASKERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES,

PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF COMPANY.

COMPANY DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS

TO PERFORM TASKS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES

NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A TASKER’S WORK AND

EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE WORK

PERFORMED OR THE TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO

A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES,

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH

ANY LAW, REGULATION, OR CODE.

The Renesent Platform only enables connections between Users for the fulfillment of

Tasks. Company is not responsible for the performance or communications of Users,

nor does it have control over the quality, timing, legality, failure to provide, or any other

aspect whatsoever of Tasks, Taskers, Clients, nor of the integrity, responsibility,

qualifications, or any of the actions or omissions whatsoever of any Users, or of any

ratings provided by Users with respect to each other. Company makes no warranties or

representations about the suitability, reliability, timeliness, or accuracy of the Tasks

requested or services provided by, or the communications of or between, Users

identified through the Renesent Platform, whether in public, private, or offline

interactions or otherwise howsoever.

  1. User Vetting and User Representations and Warranties

User Vetting

In Company’s sole discretion, Users may be subject to an extensive vetting process

before they can register for and during their use of the Renesent Platform, including but

not limited to a verification of identity, using third party services as appropriate (“Identity

Checks”). Although Company may perform Identity Checks, Company is not required to

do so and cannot confirm that each User is who they claim to be. Company cannot and

does not assume any responsibility for the accuracy or reliability of Identity Check

information or any information provided through the Renesent Platform.

When interacting with other Users, you should exercise caution and common sense to

protect your personal safety, data, and property, just as you would when interacting with

other persons whom you don’t know. Renesent will not be liable for any false or

misleading statements made by Users of the Renesent Platform. NEITHER RENESENT

NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR

RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS,

SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES,

SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS

“RENESENT AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR

OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE RENESENT

PLATFORM AND YOU HEREBY RELEASE RENESENT AND AFFILIATES FROM

ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND

NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,

DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED

WITH THE RENESENT PLATFORM.

User Representations and Warranties

You represent and warrant that: (1) you are 21 years of age or older and are at least of

the legally required age in the jurisdiction in which you reside, and are otherwise

capable of entering into binding contracts, and (2) you have the right, authority and

capacity to enter into this Agreement and to abide by the terms and conditions of this

Agreement, and that you will so abide. Where you enter into this Agreement on behalf

of a company or other organization, you represent and warrant that you have authority

to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that you have read, understand, and agree to be

bound by these Terms of Service, the Trust Pledge, and the Privacy Policy in order to

access and use the Renesent Platform. You hereby warrant and represent that you will

respect the privacy (including without limitation private, family and home life), property

and data protection rights of Users and that you will not record (whether video or audio

or otherwise) any Task or any interaction by or with any User and/or Company in

connection with the Renesent Platform without the prior written consent of Company

and/or the relevant User, as applicable. You further represent and warrant that you will

fulfill the commitments you make to other Users, including paying/receiving payment

through the Renesent Platform, performing the Task(s) agreed upon as between the

Tasker and Client, communicating clearly and promptly through the chat thread and/or

responding to invitations promptly, being present and/or available at the time you agree

upon with your Tasker or Client as the case may be, and only utilizing the third party

payment processing system specified or approved by us to make or receive payment for

services provided through the Renesent Platform. You also represent and warrant that

you will act professionally and responsibly in your interactions with other Users. You

further represent and warrant that when using or accessing the Renesent Platform, you

will act in accordance with any applicable local, state, national, or international law,

custom and in good faith.

You hereby warrant and represent that, other than as fully and promptly disclosed to

Company as set forth below, you do not have any motivation, status, or interest which

Company may reasonably wish to know about in connection with the Renesent

Platform, including without limitation, if you are using or will or intent to use the

Renesent Platform for any journalistic, investigative, or unlawful purpose. You hereby

warrant and represent that you will promptly disclose to Company in writing any such

motivation, status or interest, whether existing prior to registration or as arises during

your use of the Renesent Platform.

Taskers additionally represent and warrant that you will provide timely, high-quality

services to your Clients, you will only offer and provide services for which you have the

necessary skills and expertise, and you will provide the services safely.

  1. Contract between Clients and Taskers

You acknowledge and agree that a legally binding contract (the “Service Agreement”) is

formed when you agree on the terms of a Task with another User. The terms of the

Service Agreement include the terms set forth in this Section 3, the engagement terms

proposed and accepted on the Renesent Platform, and any other contractual terms

accepted by both the Tasker and their Client to the extent such terms do not conflict

with the terms in this Agreement, including this Section 3, and do not expand

Company’s obligations or restrict Company’s rights under this Agreement. You agree

that Company is not a party to any Service Agreement and the formation of a Service

Agreement will not, under any circumstance, create an employment or other service

relationship between Company and the Tasker (or anyone else supplied by the Tasker),

nor will it create an employment relationship between the Client and the Tasker or any

such person. Company’s role is restricted solely to acting as a limited payment

collection agent for the Tasker to facilitate payment on behalf of the Tasker through the

Renesent Platform in respect of Tasks they perform. In acting as the limited payment

collection agent for particular Tasks on the Renesent Platform, Renesent disclaims any

other agency or authority to act on behalf of the Tasker, and assumes no liability for any

acts or omissions of the Tasker, either within or outside of the Renesent Platform.

Where approved in advance by the Client, the Tasker is not obligated to personally

perform the Services. Before any Task services are performed by any assistants,

helpers, subcontractors or other personnel engaged by the Tasker (collectively

“Assistants”), the Tasker shall require any such individuals to become fully registered,

oriented and verified Taskers on the Renesent Platform. A Tasker’s failure to comply

with this provision by bringing an Assistant who is not a registered Tasker could lead to

removal from the Renesent Platform. The Tasker assumes full and sole responsibility

for the acts and omissions of such Assistants, including without limitation the payment

of all compensation, benefits and expenses of Assistants, if any, and for all required and

applicable state and federal income tax withholdings as to the Tasker and all persons

engaged by the Tasker in the performance of the Task services.

While using the Renesent Platform, Clients, in their sole discretion, determine whether

they will be present or not when a Task is performed and/or completed. Clients who

elect not to be present when a Task is performed and/or completed agree that if

someone other than them (i.e. spouse, roommate, friend, etcetera) is present when the

Task is performed, they are appointing that person as their agent (“Client’s Agent”) and

the Tasker may take and follow direction from the Client’s Agent as if such direction was

given from the Client him or herself.

The Client shall pay their Tasker directly for completed Task services through the

Payment Service Provider retained by the Company (“PSP”) as indicated on the

Renesent Platform at the rates agreed to by the parties in the Service Agreement. Each

party agrees to comply with the Service Agreement and this Agreement during the

engagement, performance and completion of a Task. Both parties agree to notify

Company of any disputes prior to negotiation of or filing of any claims and to negotiate

any dispute informally via Company representatives for at least thirty (30) days before

initiating any proceeding. Renesent reserves the right to suspend or terminate any

account or Task pending the resolution of any dispute.

  1. Billing and Payment

Users of the Renesent Platform contract for Tasks directly with other Users. Company

will not be a party to any contracts for Tasks or services. Payment for Task services

through the Renesent Platform is made directly from the Client to the Tasker via the

PSP, and not by Company. Company is not obligated to pay Tasker for Client’s failure

to pay for services.

Users of the Renesent Platform will be required to provide their credit card and/or bank

account details to Company and the PSP. Taskers are responsible for invoicing their

Clients within 24 hours of the work being performed, even if the Task is not completed

in its entirety or is designed as “ongoing”. Clients will be responsible for paying the

invoice for each Task (the “Invoice”), which will include (i) the pricing terms of the Task

agreed with and provided by a Tasker (“Task Payment”), (ii) any out of pocket expenses

agreed with and submitted by a Tasker in connection with the Task, (iii) any tip or

gratuity, if applicable, (iv) the service charge Company assesses as payable for the use

of the Renesent Platform, variable based on the Task Payment amount, and (v) the

platform fee (sometimes referred to as Trust & Support Fee), which is used to offset

Company’s cost of providing Users with customer support, providing the Trust Pledge

set forth in Section 12, and other various business objectives, and (vi) cancellation fees,

if applicable. Taskers will be responsible for paying (i) registration fees (applicable to

Tasker registrants), (ii) cancellation fees, if applicable and (iii) repayment of erroneous

payments. Clients may also be charged credit card processing fees equal to three

percent (3%) of the aggregate expense amount if expenses related to a Task

individually, or Tasks in the aggregate over a 30-day period, exceed $300.00.

Taskers may be required to register with the PSP, agree to terms of service of the PSP,

and go through a vetting process at the request of the PSP to set up their account with

the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, each

Tasker agrees that they have downloaded or printed, and reviewed and agreed to, the

PSP Services Agreement. Please note that Renesent is not a party to the PSP Services

Agreement and that you, the PSP and any other parties listed in the PSP Services

Agreement are the parties to the PSP Services Agreement and that Renesent has no

obligations or liability to any Tasker or other party under the PSP Services Agreement.

To help prevent fraud and safeguard User information from the risk of unauthorized

access, Company and/or the PSP may validate an account before activation. As part of

the account validation, a very temporary charge is placed on the account associated

with the User and then refunded within 1-3 business days. Due to the difference in PSP

and credit card issuer requirements, this temporary charge may vary between $0.01 US

to $5000.00 US, depending on the estimated value of the Task and expenses.

When Client receives confirmation through the Renesent Platform or via email that a

Task has been completed, Client automatically authorizes the PSP to process the

Invoice. Users may be charged a one-hour cancellation fee through the PSP if you book

(or accept) a Task, but cancel it before the scheduled time for performance.

Company reserves the right (but not the obligation), in its sole discretion, upon request

from Client or Tasker, or upon notice of any potential fraud, unauthorized charges or

other misuse of the Renesent Platform, to (i) place on hold any Task Payment, out of

pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or

arrange for the PSP to do so.

Task Payment and fees must be paid through the PSP as indicated on the Renesent

Platform.

Users of the Renesent Platform will be liable for any taxes required to be paid on the

Tasks provided under the Agreement.

  1. Contests, Gift Cards, and Promotional Codes

Company may from time to time provide certain promotional opportunities and contests

to Users. All such promotions will be run at the sole discretion of Company, and can be

activated, modified, or removed at any time by Company without advance notification.

The liability of any of Company’s corporate partners pursuant to such promotional

opportunities and contests shall be limited pursuant to Section 16 of these Terms of

Service.

Company gift cards (“Gift Cards”) and promotional codes (“Promo Codes”) may be

available and can be used to pay Task Payments and Company service charges and

platform fees in part or in full, but may not be used to pay for reimbursement of out of

pocket expenses or tips associated with a Task provided through the Renesent

Platform.

a. Promo Codes

Promo Codes are an offer by Company to reduce the amount a Client has to pay in

relation to a Task Payment, service fee, and/or platform fee. Promo Codes will not affect

the amount of the Task Payment a Tasker ultimately receives. You agree that you will

use Promo Codes in accordance with the terms of the Promo Code. Company reserves

the right to withhold or deduct credits or other features or benefits obtained through the

use of a Promo Code by you or any other User in the event that Company determines

or believes that the use or redemption of a Promo Code was in error, fraudulent, illegal,

or in violation of the applicable Promo Code terms or this Agreement.

  1. Gift Cards

You agree that you will comply with all Gift Card terms and conditions. Gift Cards are

not replaceable if lost or stolen and have no expiration date, but in certain U.S. states,

after a period of time, Company may remit the cash associated with unused Gift Card

balances to the state pursuant to that state’s abandoned property laws. Once Company

has remitted such cash to a state, the Gift Card may no longer be redeemed and

Company may direct the Gift Card holder to that state’s government instead. Gift Cards

have no cash value and are not redeemable for cash except in the following thirteen

U.S. states where it is required by law to the extent noted below: California, Colorado,

Connecticut, Maine, Massachusetts, Montana, New Jersey, Oregon, Rhode Island,

Texas, Vermont, Washington, and West Virginia. If you are a resident of one of these

U.S. states, and the balance on your Gift Card is less than the respective dollar amount

below, you may redeem it for cash:

  • California < USD 10
  • Colorado < USD 5
  • Connecticut < USD 3
  • Maine < USD 5
  • Massachusetts < USD 5
  • Montana < USD 5
  • New Jersey < USD 5
  • Oregon < USD 5
  • Rhode Island < USD 1
  • Texas < USD 2.50
  • Vermont < USD 1
  • Washington < USD 5
  • West Virginia < USD 1

Simply send your Gift Card along with a self-addressed, stamped envelope to

Renesent, Inc., 3422 Old Capitol Trail, PMB 1952; Wilmington DE 19808 Attention: Gift

Cards.

Company will verify your address, confirm that your Gift Card balance qualifies you for

redemption, and send you a check for the exact amount in the envelope provided. If

your Gift Card balance is equal to or greater than the cap, or Company can’t verify your

residency, Company will return your Gift Card in the envelope provided. Company will

be unable to redeem or return your Gift Card without a self-addressed, stamped

envelope and is not responsible for mail that doesn’t arrive at the address provided and

cannot guarantee delivery in any way after submittal to the US Postal Service.

A Gift Card cannot be combined with any other Gift Cards, gift certificates or other

Promo Codes. A Gift Card cannot be used as a credit or debit card. Company reserves

the right to limit quantities of Gift Cards purchased by any person or entity and to cancel

a Gift Card if it believes that the Gift Card was obtained through fraudulent or

unauthorized means. No credit card, credit line, overdraft protection, or deposit account

is associated with your Gift Card. You cannot “reload” a Gift Card (i.e., you cannot add

value/balance to your Gift Card at this time). If a Gift Card holder’s purchase exceeds

the amount of that Gift Card’s balance, the Gift Card holder must pay the difference by

another means. Unused Gift Card balances are not transferable. Company reserves the

right to correct the balance of a Gift Card if Company believes that a billing error has

occurred. Company disclaims all liability for any such billing errors. Gift Cards and their

use are subject to this Agreement, and use of a Gift Card constitutes acceptance

thereof.

  1. Public Areas; Acceptable Use

The Renesent Platform may contain profiles, email systems, blogs, message boards,

reviews, ratings, applications, job postings, chat areas, news groups, forums,

communities and/or other message or communication facilities (“Public Areas”) that

allow Users to communicate with other Users. You may only use such community areas

to send and receive messages and materials that are relevant and proper to the

applicable forum. For the safety and integrity of the Renesent Platform, you should not

share your personal contact information with other Users.

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

  • Defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or

otherwise violate the legal rights (such as, but not limited to, rights of privacy,

confidentiality, reputation, and publicity) of others, including Users and Renesent

staff, or use information learned from the Renesent Platform or during the

performance of Tasks to otherwise defame, abuse, harass, stalk, threaten,

intimidate, misrepresent, mislead, or otherwise violate the legal rights of any

other User or Company staff;

  • Publish, post, upload, distribute or disseminate any profane, defamatory,

infringing, obscene or unlawful topic, name, material or information on the

Renesent Platform;

  • Use the Renesent Platform for any unauthorized purpose, including, but not

limited to posting or completing a Task in violation of local, state, national, or

international law;

  • Upload files that contain software or other material that violates the intellectual

property rights (or rights of privacy or publicity) of any User, third party, or

Company;

  • Upload files that contain viruses, Trojan horses, corrupted files, or any other

similar software that may damage the operation of another’s computer;

  • Post or upload any content to which you have not obtained any necessary rights

or permissions to use accordingly;

  • Advertise or offer to sell any goods or services for any commercial purpose

through the Renesent Platform which are not relevant to the Task services

offered through the Renesent Platform;

  • Post or complete a Task requiring a User to (i) purchase or obtain gift cards or

money orders (ii) purchase high value items (over $300) without obtaining

pre-authorization from Company, (iii) provide ridesharing or other peer to peer

transportation services, (iv) post ratings or reviews on any third party website in

breach of such third party website’s terms of use, or (v) otherwise engage in

activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by

Company in its sole discretion;

  • Conduct or forward surveys, contests, pyramid schemes, or chain letters;
  • Impersonate another person or a User or allow any other person or entity to use

your identification to post or view comments;

  • Post the same Task repeatedly (“Spamming”). Spamming is strictly prohibited;
  • Download any file posted by another User that a User knows, or reasonably

should know, cannot be legally distributed through the Renesent Platform;

  • Restrict or inhibit any other User from using and enjoying the Public Areas;
  • Imply or state that any statements you make are endorsed by Renesent, without

the prior written consent of Renesent;

  • Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or

automatic processes or devices to data-mine, data-crawl, scrape, collect, mine,

republish, redistribute, transmit, sell, license, download, manage or index the

Renesent Platform, or the personal information of others, in any manner;

  • Frame or utilize framing techniques to enclose the Renesent Platform or any

portion thereof;

  • Hack or interfere with the Renesent Platform, its servers or any connected

networks;

  • Adapt, alter, license, sublicense or translate the Renesent Platform for your own

personal or commercial use;

  • Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary

marks or rights owned by Renesent and Affiliates;

  • Upload content to the Renesent Platform that is offensive and/or harmful,

including, but not limited to, content that advocates, endorses, condones or

promotes racism, bigotry, hatred or physical harm of any kind against any

individual or group of individuals;

  • Upload content that provides materials or access to materials that exploit people

in an abusive, violent or sexual manner;

  • Use the Renesent Platform to solicit for any other business, website or service,

or otherwise contact Users for employment, contracting or any purpose not

related to use of the Renesent Platform as set forth herein;

  • Use the Renesent Platform to collect usernames and or/email addresses of

Users by electronic or other means;

  • Use the Renesent Platform or the Task services in violation of this Agreement;
  • Use the Renesent Platform in a manner that is false or misleading (directly or by

omission or failure to update information) or for the purpose of accessing or

otherwise obtaining Company’s trade secret information for public disclosure or

other purposes;

  • Attempt to circumvent the payments system or service fees in any way including,

but not limited to, processing payments outside of the Renesent Platform,

providing inaccurate information on invoices, or otherwise invoicing in a

fraudulent manner;

  • Register under different usernames or identities after your account has been

suspended or terminated, or register under multiple usernames or false identities,

or register using a false or disposable email or phone number; or

  • Cause any third party to engage in the restricted activities above.

You understand that all submissions made to Public Areas will be public and that you

will be publicly identified by your name or login identification when communicating in

Public Areas. Renesent will not be responsible for the action of any Users with respect

to any information or materials posted in Public Areas.

  1. Termination and Suspension

Company may terminate or limit your right to use the Renesent Platform in the event

that we are investigating or believe that you have breached any provision of this

Agreement (a “User Breach”), by providing you with written or email notice. Such

termination or limitation will be effective immediately upon delivery of such notice.

If Company terminates or limits your right to use the Renesent Platform pursuant to this

Section 7, you are prohibited from registering and creating a new account under your

name, a fake or borrowed name, or the name of any third party, even if you may be

acting on behalf of the third party. If Company terminates or limits your right to use the

Renesent Platform as a Client due to a User Breach, you will not be entitled to any

refund of unused balance in your account.

Even after your right to use the Renesent Platform is terminated or limited, this

Agreement will remain enforceable against you. Company reserves the right to take

appropriate legal action, including but not limited to pursuing arbitration in accordance

with Section 18 of these Terms of Service.

Company reserves the right to modify or discontinue, temporarily or permanently, all or

any portion of the Renesent Platform at its sole discretion. Company is not liable to you

for any modification or discontinuance of all or any portion of the Renesent Platform.

Company has the right to restrict anyone from completing registration as a Tasker if

Company believes such person may threaten the safety and integrity of the Renesent

Platform, or if, in Company’s discretion, such restriction is necessary to address any

other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Renesent

Platform. All parts of this Agreement which by their nature should survive the expiration

or termination of this Agreement shall continue in full force and effect subsequent to and

notwithstanding the expiration or termination of this Agreement.

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

You must register with Company and create an account to use the Renesent Platform

(an “Account”). You are the sole authorized user of your account. You are responsible

for maintaining the confidentiality of any log-in, password, and account number provided

by you or given to you by Company for accessing the Renesent Platform. You are solely

and fully responsible for all activities that occur under your password or account, even if

not authorized by you. If you are accessing and using the Renesent Platform on

someone else’s behalf, you represent that you have the authority to bind that person as

the principal to all Terms provided herein. Company has no control over the use of any

User’s account and expressly disclaims any liability derived therefrom. Should you

suspect that any unauthorized party may be using your password or account or you

suspect any other breach of security, you agree to contact Company immediately.

By providing your mobile phone number and using the Renesent Platform, you hereby

affirmatively consent to Renesent’s use of your mobile phone number for calls and

recurring texts, (including with an autodialer and/or prerecorded voice) in order to (a)

perform and improve upon the Renesent Platform, (b) facilitate the carrying out of Tasks

through the Renesent Platform, (c) provide you with information and reminders

regarding your registration, orientation, upcoming Tasks, product alterations, changes

and updates, service outages or alterations. These calls and texts may include, among

other things, reminders about uncompleted or upcoming Tasks and/or in follow up to

any push notifications delivered through our mobile application. Company will not

assess any charges for calls or texts, but standard message charges or other charges

from your wireless carrier may apply. You may opt-out of receiving texts messages from

us by modifying your account settings on the Site or Apps, texting “STOP” in response

to any texts, or by emailing opt-out-texts@Renesent.com and specifying you want to

opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer

wish to receive calls during any call with us, or by emailing

opt-out-texts@Renesent.com and specifying you want to opt-out of calls. You

understand that we may send you a text confirming any opt-out by you.

  1. User Generated Content

“User Generated Content” is defined as any information and materials you provide to

Company, its corporate partners, or other Users in connection with your registration for

and use of the Renesent Platform, including without limitation that posted or transmitted

for use in Public Areas. You are solely responsible for User Generated Content, and we

act merely as a passive conduit for your online distribution and publication of your User

Generated Content. You acknowledge and agree that Renesent is not involved in the

creation or development of User Generated Content, disclaims any responsibility for

User Generated Content, and cannot be liable for claims arising out of or relating to

User Generated Content. Further, you acknowledge and agree that Renesent has no

obligation to monitor, review, or remove User Generated Content, but reserves the right

to limit or remove User Generated Content on the Renesent platform at its sole

discretion.

You hereby represent and warrant to Company that your User Generated Content (a)

will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or

involve the sale of counterfeit or stolen items; (c) will not infringe on any third party’s

copyright, patent, trademark, trade secret or other proprietary right or rights of publicity

or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without

limitation those governing export control, consumer protection, unfair competition,

anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully

threatening, or unlawfully harassing; (f) will not be obscene or contain pornography

(including but not limited to child pornography) or be harmful to minors; (g) will not

contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer

programming routines that are intended to damage, detrimentally interfere with,

surreptitiously intercept or expropriate any system, data or personal information; (h) will

not represent you being employed or directly engaged by or affiliated with Renesent or

purport you to act as a representative or agent of Renesent; and (i) will not create

liability for Company or cause Company to lose (in whole or in part) the services of its

ISPs or other partners or suppliers.

The Renesent Platform hosts User Generated Content relating to reviews and ratings of

specific Taskers (“Feedback”). Such Feedback is such User’s opinion and not the

opinion of Company, has not been verified or approved by Company and each Client

should undertake their own research to be satisfied that a specific Tasker is the right

person for a Task. You agree that Company is not responsible or liable for any

Feedback or other User Generated Content. Company encourages each User to give

objective, constructive and honest Feedback about the other Users with whom they

have transacted. Company is not obligated to investigate any remarks posted by Users

for accuracy or reliability but may do so at its discretion.

You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable,

royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights,

publicity rights, and any other rights you have in your User Generated Content, in any

media now known or not currently known in order to perform and improve upon the

Renesent Platform.

Each Tasker who provides to Company any videotape, film, recording, photograph,

voice, or all related instrumental, musical, or other sound effects, in exchange for the

right to use the Renesent Platform, hereby irrevocably grants to Company the

non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide,

unrestricted, and perpetual right to:

  • Exhibit, distribute, display, transmit, and broadcast on any and all media,

including, without limitation, the internet, any videotape, film, recording or

photograph that such User provides to Company or that Company takes of

Tasker, and use, reproduce, modify, or creative derivatives of such Tasker

picture, silhouette and other reproductions of their physical likeness (as the same

may appear in any still camera photograph and/or motion picture film or video)

(collectively the “Physical Likeness”);

  • Reproduce in all media any recordings of such Tasker’s voice, and all related

instrumental, musical, or other sound effects (collectively, the “Voice”), made in

connection with the Renesent Platform;

  • Use, and permit to be used, such Tasker’s Physical Likeness and Voice in the

advertising, marketing, and/or publicizing of the Renesent Platform in any media;

and

  • Use, and permit to be used, such Tasker’s name and identity in connection with

the Renesent Platform.

Each Tasker hereby waives all rights and releases Renesent and Affiliates from, and

shall neither sue nor bring any proceeding against any such parties for, any claim or

cause of action, whether now known or unknown, for defamation, invasion of right to

privacy, publicity or personality or any similar matter, or based upon or relating to the

use and exploitation of such Tasker’s identity, likeness or voice in connection with the

Renesent Platform.

Each Tasker acknowledges that Renesent shall not owe any financial or other

remuneration for using the recordings provided hereunder by such Tasker, either for

initial or subsequent transmission or playback, and further acknowledges that Renesent

is not responsible for any expense or liability incurred as a result of such Tasker’s

recordings or participation in any recordings, including any loss of such recording data.

  1. Links to Third-Party Websites

The Renesent Platform may contain links (such as hyperlinks) to third-party websites.

Such links do not constitute endorsement by Company or association with those

websites, their content or their operators. Such links (including without limitation

external websites that are framed by the Renesent Platform as well as any

advertisements displayed in connection therewith) are provided as an information

service, for reference and convenience only. Company does not control any such

websites, and is not responsible for their (i) availability or accuracy, or (ii) content,

advertising, products, or services. It is your responsibility to evaluate the content and

usefulness of the information obtained from other websites. You acknowledge and

agree that Renesent is not involved in the creation or development of third-party

websites and disclaims any responsibility for third-party websites, and cannot be liable

for claims arising out of or relating to third-party websites. Further, you acknowledge

and agree that Renesent has no obligation to monitor, review, or remove links to

third-party websites, but reserves the right to limit or remove links to third-party websites

on the Renesent platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by

the terms and conditions of use and privacy policies for those websites. You access

such third-party websites at your own risk. Renesent expressly disclaims any liability

arising in connection with your use and/or viewing of any websites or other material

associated with links that may appear on the Renesent Platform. You hereby agree to

hold Renesent harmless from any liability that may result from the use of links that may

appear on the Renesent Platform.

As part of the functionality of the Renesent Platform, you may link your account with

online accounts you may have with third party service providers (such as Facebook)

(each such account, a “Third-Party Account”) by either: (i) providing your Third-Party

Account login information through the Renesent Platform; or (ii) allowing Renesent to

access your Third-Party Account, as is permitted under the applicable terms and

conditions that govern your use of each Third-Party Account. You represent that you are

entitled to disclose your Third-Party Account login information to Renesent and/or grant

Renesent access to your Third-Party Account (including, but not limited to, for use for

the purposes described herein), without breach by you of any of the terms and

conditions that govern your use of the applicable Third-Party Account and without

obligating Renesent to pay any fees or making Renesent subject to any usage

limitations imposed by such third-party service providers. By granting Renesent access

to any Third-Party Accounts, you understand that (i) Renesent may access, make

available and store (if applicable) any content that you have provided to and stored in

your Third-Party Account (the “SNS Content”) so that it is available on and through the

Renesent Platform via your account, including without limitation any friend lists, and (ii)

Renesent may submit and receive additional information to your Third-Party Account to

the extent you are notified of this when you link your account with the Third-Party

Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any,

shall be considered to be User Generated Content. Depending on the Third-Party

Accounts you choose, and subject to the privacy settings that you have set in such

Third-Party Accounts, personally identifiable information that you post to your

Third-Party Accounts may be available on and through your account on the Renesent

Platform. Please note that if a Third-Party Account or associated service becomes

unavailable or Renesent’s access to such Third-Party Account is terminated by the

third-party service provider, then SNS Content may no longer be available on and

through the Renesent Platform. You will have the ability to disable the connection

between your account on the Renesent Platform and your Third-Party Accounts at any

time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE

THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY

ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH

THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS

Content for any purpose, including but not limited to, for accuracy, legality, or

non-infringement, and Company is not responsible for any SNS Content.

  1. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, RENESENT DOES NOT PERFORM TASKS AND

DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. Each User assumes all

liability for proper classification of such User’s workers based on applicable legal

guidelines.

Users do not have authority to enter into written or oral — whether implied or express —

contracts on behalf of Company. Each User acknowledges that Renesent does not, in

any way, supervise, scope, direct, control or monitor a Tasker’s work or Tasks

performed in any manner. Company does not set a Tasker’s work hours or location of

work. Renesent will not provide any equipment, labor or materials needed for a

particular Task. Renesent does not provide any supervision to Users.

The Renesent Platform is not an employment service and Renesent is not an employer

of any User. As such, Renesent is not responsible for and will not be liable for

workman’s compensation or any tax payments or withholding, including but not limited

to unemployment insurance, social security, disability insurance or any other applicable

federal or state withholdings in connection with a User’s use of the Renesent Platform.

  1. Renesent Trust Pledge

The Renesent Trust Pledge is part of this Agreement and incorporated by reference.

Taskers determine what categories they are qualified to task in, and scope the Task

directly with their Client. Renesent does not oversee, monitor or direct how a Tasker

performs a Task, does not monitor Tasks or chat threads between Users, and does not

otherwise oversee or assume responsibility for the actions of Users. Clients are advised

to confirm with their Tasker that their Tasker is qualified to perform the Task prior to the

Task taking place. Renesent is not liable for the acts or omissions of Users, nor does

Renesent provide insurance against any losses sustained by Users. That said,

Renesent wants Users to be happy about their experience using the Renesent Platform

and the Trust Pledge is in place to encourage continued use of the Renesent Platform.

Payments made under the Trust Pledge are entirely discretionary, however, and subject

to certain conditions, limitations and exclusions, as described in the Renesent Trust

Pledge. The Trust Pledge does not supercede any of the terms set forth in the Terms of

Service or the Privacy Policy, including any of the limitations on liability set forth in

Section 16 of these Terms of Service. In the unlikely event of a conflict with the Trust

Pledge, this Agreement prevails over any contrary interpretation of the Trust Pledge.

The Renesent Trust Pledge is not intended to be any sort of insurance and Renesent is

not an insurer, as such terms are understood for regulatory purposes.

  1. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and

feel, photographs, music, sounds, images, software, videos, designs, trademarks,

logos, typefaces and other content (collectively “Proprietary Material”) that Users see or

read through the Renesent Platform is owned by Renesent, excluding User Generated

Content, which Users hereby grant Renesent a license to use. Proprietary Material is

protected in all forms, media and technologies now known or hereinafter developed.

Renesent owns all Proprietary Material, as well as the coordination, selection,

arrangement and enhancement of such Proprietary Materials as a Collective Work

under the United States Copyright Act, as amended. The Proprietary Material is

protected by the domestic and international laws governing copyright, patents, and

other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or

retransmit anything from the Renesent Platform without Renesent’s express prior

written consent and, if applicable, the holder of the rights to the User Generated

Content. Any use of such Proprietary Material, other than as permitted therein, is

expressly prohibited without the prior permission of Renesent and, if applicable, the

holder of the rights to the User Generated Content.

The service marks and trademarks of Renesent, including without limitation Renesent

and Renesent logos, are service marks owned by Renesent. Any other trademarks,

service marks, logos and/or trade names appearing via the Renesent Platform are the

property of their respective owners. You may not copy or use any of these marks, logos

or trade names without the express prior written consent of the owner.

  1. Copyright Complaints and Copyright Agent

Renesent respects the intellectual property of others, and expects Users to do the

same. If you believe, in good faith, that any materials provided on or in connection with

the Renesent Platform infringe upon your copyright or other intellectual property right,

please send the following information to Renesent’s Copyright Agent at: Renesent, Inc.,

3422 Old Capitol Trail, PMB 1952; Wilmington DE 19808 or copyright@Renesent.com:

  • A description of the copyrighted work that you claim has been infringed, including

the URL (Internet address) or other specific location on the Renesent Platform

where the material you claim is infringed is located. Include enough information

to allow Renesent to locate the material, and explain why you think an

infringement has taken place;

  • A description of the location where the original or an authorized copy of the

copyrighted work exists — for example, the URL (Internet address) where it is

posted or the name of the book in which it has been published;

  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not

authorized by the copyright owner, its agent, or the law;

  • A statement by you, made under penalty of perjury, that the information in your

notice is accurate, and that you are the copyright owner or authorized to act on

the copyright owner’s behalf; and

  • An electronic or physical signature of the owner of the copyright or the person

authorized to act on behalf of the owner of the copyright interest.

  1. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special

and unique asset of Renesent and agree that you will not disclose, transfer, use (or

seek to induce others to disclose, transfer or use) any Confidential Information for any

purpose other than using the Renesent Platform in accordance with these Terms of

Service. If relevant, you may disclose the Confidential Information to your authorized

employees and agents provided that they are also bound to maintain the confidentiality

of Confidential Information. You shall promptly notify Renesent in writing of any

circumstances that may constitute unauthorized disclosure, transfer, or use of

Confidential Information. You shall use best efforts to protect Confidential Information

from unauthorized disclosure, transfer or use. You shall return all originals and any

copies of any and all materials containing Confidential Information to Renesent upon

termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Renesent’s trade secrets,

confidential and proprietary information, and all other information and data of Renesent

that is not generally known to the public or other third parties who could derive value,

economic or otherwise, from its use or disclosure. Confidential Information shall be

deemed to include technical data, know-how, research, product plans, products,

services, customers, markets, software, developments, inventions, processes, formulas,

technology, designs, drawings, engineering, hardware configuration information,

marketing, finances, strategic and other proprietary and confidential information relating

to Renesent or Renesent’s business, operations or properties, including information

about Renesent’s staff, Users or partners, or other business information disclosed

directly or indirectly in writing, orally or by drawings or observation.

  1. Disclaimer of Warranties

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

THE RENESENT PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT

WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT

NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RENESENT MAKES NO

WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR

COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE RENESENT

PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE RENESENT

PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT,

WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES

OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE

WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE

Renesent PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS

AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL

INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR

REASONABLE CONTROL.

Renesent does not warrant, endorse, guarantee or assume responsibility for any

service advertised or offered by a third party through the Renesent Platform or any

hyperlinked website or featured in any banner or other advertising, and Renesent will

not be a party to or in any way be responsible for monitoring any transaction between

you and third-party providers of products or services. As with the purchase of a product

or service through any medium or in any environment, you should use your best

judgment and exercise caution where appropriate. Without limiting the foregoing,

Renesent and Affiliates do not warrant that access to the Renesent Platform will be

uninterrupted or that the Renesent Platform will be error-free; nor do they make any

warranty as to the results that may be obtained from the use of the Renesent Platform,

or as to the timeliness, accuracy, reliability, completeness or content of any Task,

service, information or materials provided through or in connection with the use of the

Renesent Platform. Renesent and Affiliates are not responsible for the conduct, whether

online or offline, of any User. Renesent and Affiliates do not warrant that the Renesent

Platform is free from computer viruses, system failures, worms, trojan horses, or other

harmful components or malfunctions, including during hyperlink to or from third-party

websites. Renesent and Affiliates cannot and do not guarantee that any personal

information supplied by you will not be misappropriated, intercepted, deleted, destroyed

or used by others.

Notwithstanding any feature a Client may use to expedite Renesent selection, each

Client is responsible for determining the Task and selecting their Tasker and Renesent

does not warrant any goods or services purchased by a Client and does not

recommend any particular Tasker. Renesent does not provide any warranties or

guarantees regarding any Tasker’s professional accreditation, registration or license.

In addition, no individual or entity shall be a third party beneficiary of these terms. These

terms are solely for the benefit of the parties to this Agreement and are not intended to

and shall not be construed to give any person or entity other than you any interest,

remedy, claim, liability, reimbursement, claim of action or any other rights (including,

without limitation, any third party beneficiary rights), with respect to or in connection with

any agreement or provision contained herein or contemplated hereby.

(b) No Liability

You acknowledge and agree that Renesent is only willing to provide the Renesent

Platform if you agree to certain limitations of our liability to you and third parties.

Therefore, you agree not to hold Renesent and Affiliates, or their corporate partners,

liable for any claims, demands, damages, expenses, losses, governmental obligations,

suits, and/or controversies of every kind and nature, known and unknown, suspected

and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual,

consequential, economic, special, or exemplary, including attorneys fees and costs

(collectively, “liabilities”) that have arisen or may arise, relating to your or any other

party’s use of or inability to use the Renesent Platform, including without limitation any

liabilities arising in connection with the conduct, act or omission of any User (including

without limitation stalking, harassment that is sexual or otherwise, acts of physical

violence, and destruction of personal property), any dispute with any User, any

instruction, advice, act, or service provided by Renesent and Affiliates and any

destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL RENESENT AND AFFILIATES OR THEIR

CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,

ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES

(INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF

GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE,

FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR

TRANSMITTED BY RENESENT OR THE COST OF SUBSTITUTE PRODUCTS OR

SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE

THE RENESENT PLATFORM OR THE TASK SERVICES, EVEN IF ADVISED OF THE

POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR

LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE

LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

RENESENT AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY

ARISE BETWEEN USERS OF ITS RENESENT PLATFORM. RENESENTAND

AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE

QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE RENESENT

PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED

THAT RENESENT AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE

LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY,

WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE,

EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6)

MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT

PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability

for consequential or incidental damages, so certain aspects of the limitations above may

not apply to you.

(c) Release

THE RENESENT PLATFORM IS ONLY A VENUE FOR CONNECTING USERS.

BECAUSE RENESENT IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE

ACTUAL CONTRACT BETWEEN USERS OR IN THE COMPLETION OF THE TASK,

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU

HEREBY RELEASE RENESENT AND AFFILIATES AND THEIR CORPORATE

PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING

DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC,

SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL

OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE,

KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND

UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH

DISPUTE.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF

CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER

APPLICABLE JURISDICTION) WHICH READS AS FOLLOWS: “A GENERAL

RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

  1. Indemnification

You hereby agree to indemnify, defend, and hold harmless Renesent and Affiliates, and

their attorneys, insurers, independent contractors, providers, successors and assigns

(the “Indemnified Parties”) from and against any and all Liabilities incurred in connection

with (i) your use or inability to use the Renesent Platform or Task Services, or (ii) your

breach or violation of this Agreement; (iii) your violation of any law, or the rights of any

User or third party and (iv) any content submitted by you or using your account to the

Renesent Platform, including, but not limited to the extent such content may infringe on

the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree

to to indemnify the Indemnified Parties for any Liabilities resulting from your use of

software robots, spiders, crawlers, or similar data gathering and extraction tools, or any

other action you take that imposes an unreasonable burden or loan on our

infrastructure. Renesent reserves the right, in its own sole discretion, to assume the

exclusive defense and control at its own expense of any matter otherwise subject to

your indemnification. You will not, in any event, settle any claim or matter without the

prior written consent of Renesent.

  1. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS

AND GOVERNS HOW YOU AND RENESENT CAN BRING CLAIMS AGAINST EACH

OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND

RENESENT TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL

ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Informal Negotiations

To expedite resolution and reduce the cost of any dispute, controversy or claim between

you and Renesent (each a “Claim” and collectively “Claims”), you and Renesent agree

to first attempt to negotiate any Claim (except those Claims expressly excluded below)

informally for at least thirty (30) days before initiating any arbitration. This pre-arbitration

negotiation shall be initiated by providing written notice to the other party—including a

brief written statement describing the name, address, and contact information of the

notifying party, the facts giving rise to the Claim, and the relief requested. You must

send such written notice to Renesent, Inc., 3422 Old Capitol Trail PMB 1952;

Wilmington DE 19808 Attention: Legal. If necessary to preserve a Claim under any

applicable statute of limitations, you or Renesent may initiate arbitration while engaging

in the informal negotiations.

During this pre-arbitration negotiation, all offers, promises, conduct and statements,

whether oral or written, made in the course of the negotiation by any of the parties, their

agents, employees, and attorneys are confidential, privileged and inadmissible for any

purpose, including as evidence of liability, in arbitration or other proceeding involving the

parties.

After a good faith effort to negotiate, if you or Renesent believe a Claim cannot be

resolved informally, the party intending to pursue arbitration agrees to notify the other

party via email prior to initiating the arbitration. In order to initiate arbitration, a claim

must be filed with the American Arbitration Association (“AAA”) and the written Demand

for Arbitration (available at www.adr.org) must be provided to the other party, as

specified in the Commercial Arbitration Rules (the “AAA Rules”).

(b) Agreement to Binding Arbitration

IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND

IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND

Renesent MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO

RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY

EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO

RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS

AS SET FORTH HEREIN.

This agreement to arbitrate contained in this Section 18 (“Arbitration Agreement”) is

governed by the Federal Arbitration Act and survives the termination of this Agreement

and your relationship with Company.

Claims covered by this Arbitration Agreement include, but are not limited to, any

dispute, claim or controversy whether based on past, present or future events arising

out of or relating to: this Agreement and prior versions (including the breach,

termination, enforcement, interpretation or validity thereof); the Renesent Platform,

services, or Tasks; your relationship with Renesent; the threatened or actual

suspension, deactivation or termination of your User Account or this Agreement;

payments made by you or any payments made or allegedly owed to you; any city,

county, state or federal wage-hour law; compensation, breaks and rests periods,

expense reimbursement, wrongful termination, discrimination, harassment, retaliation,

fraud, defamation, trade secrets, unfair competition, emotional distress; any promotions

or offers made by Company; breach of any express or implied contract or breach of any

express or implied covenant; claims arising under federal or state consumer protection

laws; claims arising under antitrust laws; claims arising under the Telephone Consumer

Protection Act and Fair Credit Reporting Act; and claims arising under the Fair Labor

Standards Act, Civil Rights Act of 1964, Uniform Trade Secrets Act, Americans With

Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit

Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act

(except for individual claims for employee benefits under any benefit plan sponsored by

Company and covered by the Employee Retirement Income Security Act of 1974 or

funded by insurance), and state statutes, if any, addressing the same or similar subject

matters; and all other federal and state statutory and common law claims.

If there is a dispute about the arbitrability of any Claim (including questions about the

scope, applicability, interpretation, validity, and enforceability of this arbitration

agreement), you and Renesent agree that this threshold dispute shall be delegated to

the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve

such threshold disputes, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND RENESENT ARE

WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL

CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT.

THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF

EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT

THOSE CLAIMS AND DISPUTES WHICH BY THE TERMS OF THIS ARBITRATION

AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO

ARBITRATE.

(c) Agreement Prohibiting Class Actions and Non-Individualized Relief

Except as otherwise required under applicable law, you and Renesent agree that any

arbitration will be limited to the Claim between Renesent and you individually. YOU

ACKNOWLEDGE AND AGREE THAT YOU AND Renesent ARE EACH WAIVING THE

RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY

PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY

OTHER REPRESENTATIVE PROCEEDING (“CLASS ACTION WAIVER”). Further,

unless both you and Renesent otherwise agree, the arbitrator may not consolidate more

than one person’s claims, and may not otherwise preside over any form of any class or

representative proceeding. The arbitrator shall have no authority to consider or resolve

any Claim or issue any relief on any basis other than an individual basis. The arbitrator

shall have no authority to consider or resolve any Claim or issue any relief on a class,

collective, or representative basis. Notwithstanding the foregoing, this Class Action

Waiver shall not apply to Private Attorney General Act Claims brought against

Company, which are addressed separately in Section 18(d) below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the

AAA Rules (as defined below), disputes regarding the scope, applicability,

enforceability, revocability or validity of the Class Action Waiver may be resolved only

by a civil court of competent jurisdiction and not by an arbitrator. In any case in which:

(i) the Claim is filed as a class, collective, or representative action and (ii) there is a final

judicial determination that the Class Action Waiver is unenforceable as to any Claims,

then those Claims shall be severed from any remaining Claims and may remain in a

civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in

arbitration on an individual basis as to all other Claims to the fullest extent possible.

(d) Representative PAGA Waiver

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the

AAA Rules, to the fullest extent allowed by law: (1) you and Renesent agree not to bring

a representative action on behalf of others under the California Private Attorneys

General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in

arbitration, and (2) for any claim brought on a private attorney general basis, including

under PAGA, both you and Company agree that any such Claim shall be resolved in

arbitration on an individual basis only (i.e., to resolve whether you have personally been

aggrieved or subject to any violations of law), and that such an action may not be used

to resolve the claims or rights of other individuals in a single or collective proceeding

(i.e., to resolve whether other individuals have been aggrieved or subject to any

violations of law) (collectively, “Representative PAGA Waiver”). Notwithstanding any

other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes

regarding the scope, applicability, enforceability, revocability or validity of this

representative PAGA Waiver may be resolved only by a civil court of competent

jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver

is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision

shall be severed from this Agreement; (ii) severance of the unenforceable provision

shall have no impact whatsoever on the Arbitration Agreement or the requirement that

any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration

Agreement; and (iii) any such representative PAGA or other representative private

attorneys general act Claims must be litigated in a civil court of competent jurisdiction

and not in arbitration. To the extent that there are any Claims to be litigated in a civil

court of competent jurisdiction because a civil court of competent jurisdiction determines

that the representative PAGA Waiver is unenforceable with respect to those Claims, the

parties agree that court litigation of those Claims shall be stayed pending the outcome

of any individual Claims in arbitration.

(e) Rules and Logistics Governing Arbitration

The arbitration will be commenced and conducted under the AAA Rules in effect at the

time the arbitration is initiated and modified by the terms set forth in this Agreement,

and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related

Disputes (“AAA Consumer Rules”), both of which are available at the AAA website

www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if

requested by you and if proper based on the facts and circumstances of the Claims

presented, the arbitrator shall have the discretion to select a different set of AAA Rules,

but in no event shall the arbitrator consolidate more than one person’s Claims, or

otherwise preside over any form of representative, collective, or class proceeding. You

and Renesent agree that the arbitration shall be administered before a single arbitrator

mutually agreed upon by the parties, and if the parties cannot agree within thirty (30)

days after names of potential arbitrators have been proposed, then by a single arbitrator

who is chosen by the AAA.

As part of the arbitration, both you and Company will have the opportunity for

reasonable discovery of non-privileged information that is relevant to the Claim(s). The

arbitrator may award any individualized remedies that would be available in court. The

arbitrator may award declaratory or injunctive relief only in favor of the individual party

seeking relief and only to the extent necessary to provide relief warranted by that party’s

individual claims. The arbitrator will provide a reasoned written statement of the

arbitrator’s decision, which shall explain the award given and the findings and

conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law,

and will honor all claims of privilege recognized by law. The arbitrator’s award shall be

final and binding and judgment on the award rendered by the arbitrator may be entered

in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the

AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the

following modifications:

(i) If Company initiates arbitration under this Arbitration Agreement, Company will pay

all AAA filing and arbitration fees.

(ii) If a Client or Tasker files a Claim in accordance with this Arbitration Agreement and

the associated claim for damages does not exceed USD $10,000, Company will pay all

AAA filing and arbitration fees unless the arbitrator finds that either the substance of

your claim or the relief sought in your Demand for Arbitration was frivolous or was

brought for an improper purpose (as measured by the standards set forth in Federal

Rule of Civil Procedure 11(b)).

(iii) If a Client or Tasker files a Claim in accordance with this Arbitration Agreement and

the associated claim for damages exceeds USD $10,000, Company shall pay all costs

unique to arbitration (as compared to the costs of adjudicating the same claims before a

court), including the regular and customary arbitration fees and expenses, and the

Client or Tasker shall be responsible for contributing up to an amount equal to the filing

fee that would be paid to initiate the claim in the court of general jurisdiction in the state

in which they provide Services to Clients, unless a lower fee amount would be owed by

you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is

unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the

substance of your claim or the relief sought is frivolous or brought for an improper

purpose, however, then the allocation of fees will be governed by the applicable AAA

Rules.

(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own

attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that

each party would incur if the Claim(s) were litigated in a court, such as costs to

subpoena witnesses and/or documents, take depositions and purchase deposition

transcripts, copy documents, etc.).

(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and

costs or any portion thereof to the prevailing party, to the extent authorized by

applicable law or the applicable AAA Rules.

Unless you and Company agree otherwise, any arbitration hearings between Company

and a Tasker will take place in the county of your billing address, and any arbitration

hearings between Company and a Client will take place in the county in which you

received Task services. If AAA arbitration is unavailable in your county, the arbitration

hearings will take place in the nearest available location for a AAA arbitration.

(f) Exceptions to Arbitration

The following types of Claims may be, but are not required to be, arbitrated under the

Arbitration Agreement:

  • Claims for workers’ compensation, disability insurance and unemployment

insurance benefits;

  • Small claims actions that are within the scope of small claims court jurisdiction

and brought on an individual basis;

  • Applications for provisional remedies, preliminary injunctions, and temporary

restraining orders, including those relating to actual or threatened infringement,

misappropriation, or violation of a party’s copyrights, trademarks, trade secrets,

patents, or other intellectual property rights;

  • A representative action brought on behalf of others under PAGA or other private

attorney general acts, to the extent the representative PAGA Waiver in Section

18(d) is deemed unenforceable by a court of competent jurisdiction; and

  • Claims that may not be subject to arbitration as a matter of general law not

preempted by the Federal Arbitration Act.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a

claim or charge with the Equal Employment Opportunity Commission, U.S. Department

of Labor, Securities Exchange Commission, National Labor Relations Board, or Office

of Federal Contract Compliance Programs, or similar local, state or federal agency, and

nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party

from bringing an administrative claim before any agency in order to fulfill the party’s

obligation to exhaust administrative remedies before making a claim in arbitration.

However, you knowingly and voluntarily waive the right to seek or recover money

damages of any type pursuant to any administrative complaint and instead may seek

such relief only through arbitration under this Agreement. This Agreement and

Arbitration Agreement do not prevent you from participating in an investigation by a

government agency of any report, claim or charge otherwise covered by this Arbitration

Provision and do not prevent you from receiving an award for information provided to

any government agencies.

(g) Severability

Except as otherwise provided in the severability provisions in Sections 18(c) and 18(d)

above, in the event that any portion of this Arbitration Agreement is deemed illegal or

unenforceable, such provision shall be severed and the remainder of the Arbitration

Agreement shall be given full force and effect.

(h) Right to Opt Out of Arbitration Agreement

If you are a Tasker, you may opt out of the Arbitration Agreement by notifying Company

in writing within thirty (30) days of your agreement to these Terms of Service. To opt

out, you must send a written notification to Company at Renesent, Inc., 3422 Old

Capitol Trail PMB 1952; Wilmington DE 19808 Attention: Legal, that includes (a) your

account username, (b) your name, (c) your address, (d) your telephone number, (e)

your email address, and (f) a clear statement indicating that you do not wish to resolve

claims through arbitration and demonstrating compliance with the 30-day time limit to

opt out of the above arbitration and class action/jury trial waiver provisions.

  1. Governing Law

Except as provided in Section 18 or expressly provided otherwise, this Agreement and

your use of the Renesent Platform will be governed by, and will be construed under, the

laws of the State of Delaware, without regard to choice of law principles. This choice of

law provision is only intended to specify the use of Delaware law to interpret this

Agreement and is not intended to create any substantive right to non-Californians to

assert claims under Delaware law whether by statute, common law, or otherwise.

  1. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee

relationship is intended or created by this Agreement.

  1. General Provisions

Failure by Company to enforce any provision(s) of this Agreement will not be construed

as a waiver of any provision or right. This Agreement constitutes the complete and

exclusive agreement between you and Company with respect to its subject matter, and

supersedes and governs any and all prior agreements or communications. The

provisions of this Agreement are intended to be interpreted in a manner which makes

them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions

and Non-Individualized Relief” in Section 18, in the event any provision is found to be

partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified

or restructured to the extent and in the manner necessary to render it valid, legal, and

enforceable or, (2) if such provision cannot be so modified or restructured, it shall be

excised from the Agreement without affecting the validity, legality or enforceability of

any of the remaining provisions. This Agreement may not be assigned or transferred by

you without our prior written approval. We may assign or transfer this Agreement

without your consent, including but not limited to assignments: (i) to a parent or

subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any

assignment in violation of this Section 21 shall be null and void. This Agreement will

inure to the benefit of Company, its successors and assigns.

  1. Licensing

Taskers alone are responsible for identifying and obtaining any required licenses,

permits, or registrations before offering services and undertaking Tasks. Indeed, certain

types of Tasks and services may be prohibited altogether, and it is the responsibility of

Taskers to avoid such prohibited Tasks and services. Penalties may include fines or

other enforcement. If you have questions about how local laws apply to your Tasks and

services on the platform, you can and should first seek separate legal guidance.

Because Renesent does not oversee, monitor or supervise the posting, scoping or

performance of Tasks, Clients must determine for themselves whether a Tasker is

qualified to perform the specific Task at hand. Clients may wish to consult their state or

local requirements to determine whether certain Tasks are required to be performed by

a licensed professional.

  1. Changes to this Agreement and the Renesent Platform

Company reserves the right, at its sole and absolute discretion, to change, modify, add

to, supplement, suspend, discontinue, or delete any of the terms and conditions of this

Agreement (including the Terms of Service, Privacy Policy, and Trust Pledge) and

review, improve, modify or discontinue, temporarily or permanently, the Renesent

Platform or any content or information through the Renesent Platform at any time,

effective with or without prior notice and without any liability to Company. Company will

endeavor to notify you of material changes by email, but will not be liable for any failure

to do so. If any future changes to this Agreement are unacceptable to you or cause you

to no longer be in compliance with this Agreement, you must terminate, and

immediately stop using, the Renesent Platform. Your continued use of the Renesent

Platform following any revision to this Agreement constitutes your complete and

irrevocable acceptance of any and all such changes. Company may also impose limits

on certain features or restrict your access to part or all of the Renesent Platform without

notice or liability.

  1. No Rights of Third Parties

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

party to this Agreement.

  1. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications

(collectively, “Notices”) to which this Agreement refers electronically including without

limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we

provide to you electronically satisfy any legal requirement that such communications be

in writing. Unless otherwise specified in this Agreement, all notices under this

Agreement will be in writing and will be deemed to have been duly given when received,

if personally delivered or sent by certified or registered mail, return receipt requested;

when receipt is electronically confirmed, if transmitted by facsimile or email; or the day

after it is sent, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Renesent

Platform, please contact us by email at https://support.Renesent.com or by mail to 425

Second Street, 5th Floor, San Francisco, California 94107, USA.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE

FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY AND Trust

Pledge, AND AGREE THAT MY USE OF THE RENESENT PLATFORM IS AN

ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND

CONDITIONS OF THIS AGREEMENT.