Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the Utasking website, marketplace, and related services (collectively, the “Platform”) operated by Utasking LLC, a California limited liability company (“Utasking,” “we,” “us,” or “our”).

Utasking operates a local services marketplace that helps individuals seeking services (“Clients”) discover and connect with independent service providers (“Professionals”) offering local, in-person services.

Utasking provides technology that facilitates search, discovery, profiles, service listings, messaging, and connections between Clients and Professionals. Utasking does not itself perform the services offered by Professionals and does not employ, supervise, direct, or control Professionals in the performance of those services.

By accessing or using the Platform, creating an account, or otherwise using Utasking’s services, you agree to be bound by these Terms and by any additional policies or terms that apply to particular features or users, including the Professional and Membership Terms where applicable.

If you do not agree to these Terms, you may not access or use the Platform.

2. Eligibility and Account Registration

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or use Utasking.

By creating an account, you represent that the information you provide is accurate, current, and complete. You are responsible for keeping your account information up to date.

You may not create or use an account for fraudulent, deceptive, unlawful, or abusive purposes, or in a way that violates these Terms or any other applicable Utasking policy.

You are responsible for maintaining the confidentiality and security of your login credentials and for activity that occurs through your account, except to the extent caused by Utasking’s own acts or omissions.

You must promptly notify Utasking at support@utasking.com if you believe your account has been accessed or used without authorization.

Utasking may require account verification, review, or additional information as part of account creation, account security, fraud prevention, or marketplace safety. Verification methods may include email verification and phone verification by SMS.

Email or phone verification does not mean that Utasking has verified a user’s identity, background, qualifications, licensing, trustworthiness, or suitability.

3. User Roles and Account Structure

Utasking supports two primary marketplace roles: Clients and Professionals.

A Client is a user who uses Utasking to search for local services, browse Professional profiles and service listings, communicate with Professionals, and make service arrangements directly with them.

A Professional is a user who uses Utasking to create a Professional profile, publish local service listings, communicate with potential Clients, and offer services through the Platform.

A single Utasking account may support both Client and Professional functionality. Where available, users may switch between Client and Professional roles through the Platform without creating a separate account.

Client access is generally provided without a membership fee. Professional access may require an active Professional Membership and is also subject to the separate Professional and Membership Terms.

Changing or switching roles does not create a new legal identity or a separate Utasking account. These Terms continue to apply to the same user account regardless of the role being used.

Users are responsible for complying with all terms, policies, requirements, and responsibilities that apply to the role they are using.

4. Nature of the Marketplace and User Relationships

Utasking operates a technology marketplace that helps Clients discover and connect with independent Professionals offering local, in-person services.

Utasking provides tools that may include search and discovery, Professional profiles, service listings, messaging, account features, reporting tools, and other marketplace functionality. Utasking does not itself provide the services listed or offered by Professionals.

Professionals are independent service providers and are not employees, workers, agents, representatives, franchisees, partners, or joint venturers of Utasking. Utasking does not hire Professionals to perform services for Clients and does not direct, control, or supervise the manner or means by which Professionals perform their services.

Clients independently decide whether to contact, engage, or enter into an arrangement with a Professional. Professionals independently decide whether to communicate with or provide services to a Client.

Any agreement for the performance of services is made directly between the Client and the Professional. Utasking is not a party to that agreement unless Utasking expressly states otherwise in writing for a specific service or feature.

Clients and Professionals are solely responsible for agreeing on the scope of services, scheduling, location, pricing, payment terms, cancellations, and any other terms relating to the underlying service.

At launch, Utasking does not process, hold, escrow, guarantee, or facilitate payment from Clients to Professionals for the underlying services. Payments for those services are arranged and completed directly between the Client and Professional.

Utasking does not guarantee that any Client or Professional will enter into a transaction, complete a service, make or receive payment, or achieve any particular result through use of the Platform.

5. Professional Responsibilities and Service Listings

Professionals are solely responsible for the services they advertise, offer, arrange, and perform through or in connection with Utasking.

Professionals are responsible for ensuring that all information contained in their profiles and service listings is accurate, current, lawful, and not misleading. This includes information about services offered, pricing, availability, experience, qualifications, service areas, photos, descriptions, and any other information provided to Clients.

Professionals are responsible for determining whether they are legally permitted and properly qualified to provide the services they offer.

Where applicable, Professionals are responsible for obtaining and maintaining any licenses, permits, registrations, certifications, insurance, or other authorizations required by law for the services they provide.

Professionals are also responsible for complying with all laws, regulations, professional standards, tax obligations, and other legal requirements applicable to their services and business activities.

Utasking does not independently verify or guarantee a Professional’s licenses, permits, certifications, qualifications, insurance, experience, or ability to lawfully provide a particular service unless Utasking expressly states otherwise for a specific feature or program.

Professionals control how they perform their services, including the methods, tools, equipment, scheduling, and manner of performance, subject to any agreement they make directly with a Client and applicable law.

Utasking may remove, restrict, or require changes to a profile or service listing that violates these Terms, applicable Utasking policies, applicable law, or marketplace safety requirements.

6. Client Responsibilities

Clients are responsible for evaluating whether a Professional and the services offered are appropriate for their needs before entering into any service arrangement.

Clients should review the information made available through the Platform, communicate directly with the Professional as needed, and use their own judgment when deciding whether to engage a Professional.

Clients are responsible for providing accurate and complete information when communicating with Professionals, including information reasonably necessary for the Professional to understand the requested service, location, timing, and any relevant conditions.

Clients and Professionals are responsible for agreeing directly on the scope of the service, price, payment method, schedule, location, cancellation terms, and any other terms of their service arrangement.

Clients are responsible for making payments for underlying services directly to the Professional in accordance with the arrangement they make with that Professional. Utasking does not guarantee or assume responsibility for payments, refunds, deposits, cancellations, or other financial disputes between Clients and Professionals relating to the underlying service.

Clients must use the Platform and interact with Professionals lawfully, respectfully, and in accordance with these Terms and applicable Utasking policies.

Clients may not request, arrange, or participate in services or activities that are unlawful, unsafe, fraudulent, deceptive, abusive, or otherwise prohibited by Utasking.

7. Payments Between Clients and Professionals

At launch, Utasking does not process, collect, hold, escrow, transfer, or guarantee payments between Clients and Professionals for the underlying services arranged through the Platform.

Clients and Professionals are responsible for agreeing directly on all payment-related terms for the underlying service, including price, payment method, deposits, timing of payment, refunds, cancellations, and any other financial arrangements.

Any payment made by a Client to a Professional is made directly between those users and is separate from any fees a Professional may pay Utasking for access to the Platform.

Utasking is not responsible for collecting unpaid amounts, issuing refunds on behalf of a Client or Professional, resolving charge disputes between users, or enforcing payment obligations arising from an agreement between a Client and Professional.

Users are responsible for complying with applicable tax, reporting, payment, and financial obligations arising from their transactions with one another.

Nothing in this section limits any separate payment obligations owed directly to Utasking, including Professional Membership fees governed by the Professional and Membership Terms.

8. User Content, Profiles, Listings, and Messages

Users may create, submit, upload, publish, send, or otherwise provide content through the Platform, including profile information, service listings, descriptions, photographs, messages, reviews if enabled, reports, and other materials (“User Content”).

You retain ownership of your User Content, subject to the rights you grant Utasking under these Terms.

By providing User Content through the Platform, you grant Utasking a non-exclusive, worldwide, royaltyfree license to host, store, reproduce, display, format, distribute, and otherwise use that User Content as reasonably necessary to operate, provide, secure, improve, and promote the Platform and the services offered through it.

You represent and warrant that:

• you own your User Content or have all rights and permissions necessary to provide it to Utasking;
• your User Content is accurate and not misleading where accuracy is relevant;
• your User Content does not infringe or violate the intellectual property, privacy, publicity, contractual, or other rights of another person;
• your User Content does not violate applicable law, these Terms, or other Utasking policies.

You are responsible for the User Content you provide and for the consequences of sharing that content through the Platform.

Certain User Content, including some service requests, projects, tasks, listings, or edits, may be subject to review before or after publication. Utasking may approve, reject, restrict, remove, or require changes to such content. Approval, publication, or continued availability of User Content does not mean that Utasking has verified, endorsed, guaranteed, or determined the legality, safety, accuracy, or suitability of the user, content, or underlying service.

Utasking may review, restrict, remove, disable access to, or require changes to User Content that Utasking reasonably believes violates these Terms, applicable law, another person’s rights, or marketplace safety requirements.

Utasking is not required to monitor all User Content and does not endorse or guarantee the accuracy, completeness, legality, quality, or reliability of User Content provided by users.

Messages sent through Utasking may be stored and processed as necessary to provide messaging functionality, maintain platform security, investigate reports or suspected violations, enforce these Terms, and comply with applicable law, as further described in the Privacy Policy.

Users may not use Utasking messaging or other Platform features to send unlawful, fraudulent, threatening, harassing, abusive, deceptive, malicious, or otherwise prohibited content.

9. Community Standards and Prohibited Conduct

Users must use Utasking lawfully, respectfully, and in a manner consistent with the safety and integrity of the marketplace.

You may not use the Platform to:

• engage in fraud, scams, impersonation, deception, or misleading conduct;
• create false, duplicate, or deceptive accounts;
• misrepresent your identity, qualifications, experience, services, availability, pricing, or other material information;
• harass, threaten, intimidate, stalk, abuse, discriminate against, or exploit another person;
• send unwanted, abusive, fraudulent, deceptive, or malicious messages;
• solicit or participate in unlawful activity;
• request, advertise, arrange, or provide services that violate applicable law or Utasking’s prohibited- services rules;
• upload or share content that infringes another person’s intellectual property, privacy, publicity, or other legal rights;
• distribute malware, malicious code, phishing attempts, or other harmful technology;
• attempt to gain unauthorized access to another user’s account, Utasking systems, or restricted areas of the Platform;
• interfere with, disrupt, overload, damage, or circumvent the security or normal operation of the
• Platform;
• scrape, harvest, collect, or use user information or Platform data through unauthorized automated means;
• use the Platform to spam, mass-message, manipulate search or listings, or artificially influence marketplace activity;
• evade an account restriction, suspension, termination, or other enforcement action;
• use Utasking in any manner that creates a material safety, legal, security, fraud, or reputational risk to users or the Platform.

Users must comply with all applicable laws when communicating, arranging, or performing services through or in connection with Utasking.

Utasking may investigate suspected violations and may remove content, restrict features, suspend or deactivate accounts, prevent access to the Platform, or take other reasonable action when Utasking believes a user has violated these Terms, another applicable Utasking policy, or applicable law.

Utasking may also cooperate with lawful requests from government authorities or law enforcement where required or permitted by law.

10. Prohibited Services and Activities

Utasking may not be used to advertise, request, arrange, promote, or provide services or activities that are unlawful, unsafe, exploitative, deceptive, or inconsistent with the purpose of the Platform.

Prohibited services and activities include, without limitation:

• illegal services or activities of any kind;
• prostitution, sexual services, escort services offered for sexual purposes, pornography production, or other adult sexual services;
• the sale, delivery, manufacture, distribution, or facilitation of illegal drugs, controlled substances, or unlawfully obtained prescription medications;
• services involving illegal firearms, explosives, prohibited weapons, or other unlawfully possessed dangerous items;
• fraud, money laundering, identity theft, document falsification, account fraud, sale of stolen property, or other financial or deceptive misconduct;
• violence, abuse, exploitation, human trafficking, coercion, or services intended to harm another person, animal, or property;
• services that require a professional license, permit, registration, certification, or other legal authorization when the Professional does not possess the authorization required by applicable law;
• academic cheating, test-taking on behalf of another person, impersonation, credential falsification, or similar dishonest academic or professional activity;
• hacking, unauthorized access to accounts or systems, unauthorized surveillance, stalking, or services that violate another person’s privacy, confidentiality, or legal rights;
• medical diagnosis, medical treatment, prescription services, injections, clinical procedures, or other regulated healthcare services;
• childcare, babysitting, nanny, or similar services involving responsibility for the care or supervision of minors;
• rideshare, taxi, chauffeur, passenger transportation, or other vehicle-for-hire services.

Utasking may also prohibit or restrict additional services or activities that it reasonably determines create significant legal, safety, fraud, regulatory, or marketplace risk.

Professionals are responsible for determining whether the services they offer are permitted by law and by Utasking. A service being technically available to list or describe on the Platform does not mean that Utasking has approved, licensed, verified, or determined the legality of that service.

Utasking may remove prohibited listings, restrict or suspend accounts, or take other appropriate enforcement action when it believes a user has violated this section.

11. Verification, Trust, and Safety Limitations

Utasking may use account verification, security, reporting, review, and enforcement tools intended to support the safety and integrity of the Platform.

These tools may include email verification, phone verification by SMS, account review, reporting mechanisms, login protections, account restrictions, suspension, deactivation, and other security measures.

Email verification and phone verification confirm only that a user has access to the email address or phone number used during the applicable verification process. They do not constitute government-issued identity verification, a background check, licensing verification, credential verification, or a guarantee of a user’s identity, qualifications, trustworthiness, safety, or suitability.

Unless Utasking expressly states otherwise for a specific feature or program, Utasking does not independently verify or guarantee:

• a user’s identity;
• criminal history or background;
• professional licenses, permits, certifications, or credentials;
• insurance coverage;
• experience or qualifications;
• the accuracy of profile or listing information;
• the legality, safety, quality, or suitability of services;
• whether a user will behave lawfully, honestly, safely, or professionally.

Users are responsible for exercising their own judgment when communicating with, meeting, engaging, or providing services to another user.

Utasking may review reports, investigate suspected violations, and take reasonable action when concerns arise, but Utasking is not required to detect, prevent, investigate, or resolve every instance of fraud, misconduct, unsafe behavior, or unlawful activity.

The availability of a profile, service listing, account, verification indicator, or other Platform feature should not be interpreted as an endorsement, recommendation, certification, or guarantee by Utasking.

12. Reporting, Investigations, Suspension, and Account Enforcement

Users may report suspected violations of these Terms, prohibited conduct, unsafe behavior, fraud, abuse, or other marketplace concerns through the reporting tools made available by Utasking.

Some content may be reviewed before publication, while other content or communications may become available without prior review. Utasking may review, moderate, or take enforcement action before or after publication depending on the feature, content type, account status, and circumstances.

Utasking may review reports, account activity, User Content, messages, listings, and other relevant information when reasonably necessary to evaluate suspected violations, protect users, maintain Platform integrity, enforce these Terms, or comply with applicable law.

Utasking may, in its reasonable discretion and subject to applicable law:

• remove or restrict User Content or service listings;
• limit or disable access to certain Platform features;
• place an account under review;
• temporarily restrict or suspend an account;
• deactivate or terminate an account;
• prevent a user from creating or using additional accounts;
• require corrective action or additional information before restoring access;
• take other reasonable measures to protect users, the Platform, or Utasking.

Utasking may take action with or without prior notice where reasonably necessary for safety, security, fraud prevention, legal compliance, or protection of the Platform.

Utasking is not required to disclose confidential security methods, investigation techniques, internal enforcement criteria, information about other users, or other information that Utasking reasonably determines should remain confidential.

A report or complaint does not guarantee that Utasking will take a particular action or reach a particular outcome. Utasking may consider the available information, the seriousness of the conduct, prior account history, applicable law, and other relevant circumstances when determining an appropriate response.

If an account is deactivated, suspended, or terminated, certain profiles, listings, messages, or other Platform functionality may become unavailable or restricted in accordance with the user’s account status and applicable Utasking policies.

Where restoration is available, Utasking may require the user to satisfy applicable account, safety, or membership requirements before access is restored.

13. Account Deactivation and Termination by Users

Users may deactivate their Utasking account through the account settings made available on the Platform.

When an account is deactivated, Utasking may hide or restrict the user’s profile, service listings, marketplace visibility, messaging functionality, dashboard features, and other Platform access associated with that account.

Deactivation does not necessarily result in immediate deletion of account information or User Content. Utasking may retain certain information as described in the Privacy Policy, including where reasonably necessary for security, fraud prevention, dispute resolution, legal compliance, recordkeeping, or enforcement of these Terms.

If account restoration is available, a user may be permitted to reactivate the account subject to applicable account-status, safety, verification, and membership requirements.

For Professionals, deactivating an account does not pause, extend, restart, or refund an existing paid Professional Membership period. Membership periods and renewal rights are governed by the Professional and Membership Terms.

If a Professional reactivates an account before the applicable membership period expires, Professional access may be restored for the remainder of that existing membership period, subject to the account being otherwise eligible for access.

If the Professional Membership has expired before the account is reactivated, Professional marketplace features may remain unavailable until the Professional purchases a new membership period.

Deactivation does not affect obligations, liabilities, payment responsibilities, or rights that arose before the account was deactivated.

Utasking may retain the right to restrict or deny restoration of an account that was separately suspended, terminated, restricted, or otherwise subject to enforcement action.

14. Utasking Intellectual Property

The Platform, including its software, design, layout, features, functionality, text, graphics, logos, trademarks, service marks, trade names, icons, images, databases, and other content created or owned by Utasking, is owned by Utasking or its licensors and is protected by applicable intellectual property laws.

Subject to your compliance with these Terms, Utasking grants you a limited, non-exclusive, nontransferable, non-sublicensable, and revocable right to access and use the Platform for its intended marketplace purposes.

This limited right does not transfer ownership of any Utasking intellectual property to you.

Except as expressly permitted by Utasking, you may not:

• copy, reproduce, modify, distribute, sell, license, or create derivative works from Utasking-owned content;
• use Utasking’s name, logos, trademarks, branding, or other proprietary materials in a way that suggests sponsorship, endorsement, affiliation, or approval without permission;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of Platform software except where such restriction is prohibited by law;
• remove, obscure, or alter copyright, trademark, or other proprietary notices;
• use Utasking intellectual property for commercial purposes unrelated to legitimate use of the Platform.

Nothing in these Terms grants you any right to use Utasking’s trademarks, logos, or branding except as expressly authorized by Utasking.

If you provide suggestions, ideas, feedback, or recommendations regarding the Platform, Utasking may use that feedback without restriction or obligation to compensate you, provided that Utasking does not claim ownership of User Content merely because it contains feedback.

15. Third-Party Services and Links

The Platform may integrate with, rely on, or provide access to third-party websites, services, software, tools, payment processors, communications providers, analytics providers, hosting providers, or other external services.

These third-party services may include services used for account verification, SMS communications, Professional Membership checkout and payment processing, website functionality, analytics, security, or other Platform operations.

Utasking does not control third-party services and is not responsible for their availability, security, accuracy, content, policies, or practices.

Your use of a third-party service may be subject to that provider’s own terms, privacy policy, and other conditions.

Links to third-party websites or services are provided for convenience or Platform functionality and do not necessarily mean that Utasking endorses, sponsors, controls, or guarantees the third party.

To the extent permitted by law, Utasking is not responsible for losses or damages arising solely from your independent use of a third-party website or service that is outside Utasking’s control.

Information shared with or processed by third-party service providers in connection with Utasking is handled as described in the Utasking Privacy Policy and applicable third-party privacy terms.

16. Platform Availability, Changes, and Interruptions

Utasking may modify, update, improve, suspend, restrict, or discontinue any part of the Platform or its features from time to time.

The Platform may occasionally be unavailable or experience interruptions because of maintenance, technical problems, third-party service failures, security issues, updates, or other circumstances.

Utasking does not guarantee that the Platform or any particular feature will always be available, uninterrupted, error-free, secure, or compatible with every device, browser, or system.

Utasking may change the design, functionality, features, search tools, account controls, categories, service areas, or other aspects of the Platform as the marketplace develops.

Where a change materially affects paid Professional Membership rights, pricing, or access, Utasking will provide any notice required by applicable law and the Professional and Membership Terms.

Utasking is not responsible for losses caused solely by temporary Platform outages, maintenance, technical failures, or interruptions outside Utasking’s reasonable control, except where liability cannot lawfully be excluded.

17. Disclaimers Regarding Services and Users

Utasking provides a marketplace that helps users discover, communicate with, and connect with one another. Utasking does not provide, perform, supervise, direct, or control the underlying services offered by Professionals.

To the fullest extent permitted by law, Utasking does not guarantee or warrant:

• the identity, background, honesty, trustworthiness, conduct, or suitability of any user;
• the qualifications, experience, licensing, insurance, certifications, or legal compliance of any
• Professional;
• the accuracy or completeness of any profile, listing, message, review, description, price, availability, or other information provided by a user;
• the quality, safety, legality, timeliness, condition, fitness, or results of any service;
• that a Client or Professional will communicate, enter into an agreement, complete a service, make payment, receive payment, or resolve a dispute;
• that any service will be available in a particular location or at a particular time;
• that use of the Platform will prevent fraud, scams, misconduct, injury, property damage, loss, or other harm.

Users interact with and engage one another at their own discretion and are responsible for evaluating whether another user, service, location, payment arrangement, or transaction is appropriate for them.

Any statements, descriptions, photographs, credentials, claims, prices, availability information, or other materials provided by users are the responsibility of the user who provides them and do not constitute an endorsement or guarantee by Utasking.

Utasking may provide safety tools, reporting features, verification processes, or marketplace controls, but those measures cannot eliminate all risks associated with interacting with other people or arranging inperson services.

Except where required by law, Utasking is not responsible for disputes between Clients and Professionals concerning the performance, nonperformance, quality, safety, price, payment, cancellation, refund, damage, injury, or outcome of an underlying service.

18. Assumption of Risk for In-Person Services

Utasking connects users for local, in-person services. Meeting another user, entering a home or business, allowing another person onto your property, using tools or equipment, traveling to a service location, and participating in an in-person service may involve risks.

These risks may include, depending on the circumstances, personal injury, illness, property damage, theft, loss, unsafe conditions, misconduct, disputes, or other harm.

Users are responsible for evaluating the circumstances of an in-person interaction and taking reasonable precautions appropriate to the service, location, and people involved.

Clients are responsible for deciding whether they are comfortable engaging a particular Professional and allowing that Professional access to any applicable property or service location.

Professionals are responsible for deciding whether they are comfortable accepting a service arrangement, entering a Client’s property or location, using particular tools or equipment, and performing the requested service.

To the fullest extent permitted by law, users assume the ordinary and reasonably foreseeable risks associated with arranging and participating in in-person services through connections made using Utasking.

Nothing in this section requires a user to accept unsafe, unlawful, abusive, or inappropriate conduct, and users should report serious safety concerns or suspected violations through available Utasking reporting channels.

19. Limitation of Liability

To the fullest extent permitted by applicable law, Utasking and its officers, directors, employees, affiliates, agents, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to your use of, or inability to use, the Platform.

This includes, to the extent permitted by law, losses arising from:

• interactions, communications, agreements, or disputes between Clients and Professionals;
• services performed, not performed, delayed, cancelled, or otherwise arranged between users;
• personal injury, property damage, theft, loss, misconduct, or other harm caused by another user or arising from an underlying service;
• payments, deposits, refunds, cancellations, charge disputes, or other financial arrangements made directly between Clients and Professionals;
• inaccurate, misleading, unlawful, or incomplete User Content, profiles, listings, or communications;
• unauthorized access to or use of a user account caused by circumstances outside Utasking’s reasonable control;
• temporary interruptions, technical failures, or third-party services outside Utasking’s reasonable control.

To the fullest extent permitted by applicable law, Utasking’s aggregate liability for claims arising out of or relating to the Platform or these Terms will not exceed the greater of:

1. the amount you paid directly to Utasking during the twelve months immediately preceding the event giving rise to the claim; or
2. one hundred U.S. dollars (US $100).

The limitations in this section apply regardless of the legal theory asserted and even if Utasking has been advised of the possibility of damages, to the extent such limitations are permitted by law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability where a limitation would be prohibited by applicable law.

The limitations in this section do not apply to the extent liability results from Utasking’s fraud, willful misconduct, gross negligence, or other conduct for which liability cannot legally be waived or limited.

20. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Utasking, its affiliates, and their respective officers, directors, employees, agents, and service providers from and against claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

• your use of or access to the Platform;
• your User Content, profile, service listings, communications, or other materials you provide through the
• Platform;
• services you request, advertise, arrange, provide, or receive through connections made using
• Utasking;
• your conduct toward another user or third party;
• your violation of these Terms, the Professional and Membership Terms, or another applicable Utasking policy;
• your violation of applicable law, regulation, license, permit, professional obligation, or tax requirement;
• your infringement or violation of another person’s intellectual property, privacy, publicity, contractual, property, or other legal rights;
• injuries, property damage, payment disputes, cancellations, refunds, service disputes, or other claims arising from an agreement or interaction between you and another user.

Utasking will provide reasonable notice of any indemnified claim when practicable.

Utasking may control the defense or settlement of a claim subject to indemnification, and you agree to provide reasonable cooperation in connection with that defense.

You may not settle a claim in a manner that admits wrongdoing by Utasking, imposes obligations on Utasking, or affects Utasking’s rights without Utasking’s prior written consent.

This section does not require you to indemnify Utasking for claims to the extent they result from Utasking’s own fraud, willful misconduct, gross negligence, or other conduct for which indemnification cannot lawfully be required.

21. Dispute Resolution, Arbitration, and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to bring certain disputes in court and to have those disputes decided by a judge or jury.

21.1 Informal Dispute Resolution

Before initiating arbitration or other formal proceedings against the other party, you and Utasking agree to make a reasonable good-faith effort to resolve the dispute informally.

To begin informal resolution, you may contact Utasking at support@utasking.com and provide your name, the email address associated with your account, a description of the dispute, and the resolution you are requesting.

If the dispute is not resolved within 30 days after the notice is received, either party may proceed as permitted under this Section.

21.2 Agreement to Individual Binding Arbitration

Except for disputes excluded under Section 21.3, you and Utasking agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your relationship with Utasking will be resolved through final and binding individual arbitration rather than through a lawsuit in court.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable Consumer Arbitration Rules, as modified by these Terms where legally permitted.

The arbitration will be conducted before one neutral arbitrator.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement to the extent applicable.

21.3 Exceptions to Arbitration

Nothing in this Section prevents either you or Utasking from:

• bringing an eligible individual claim in small claims court;
• seeking temporary or preliminary injunctive relief from a court where necessary to prevent immediate and irreparable harm while arbitration is pending;
• seeking court relief for infringement or misuse of intellectual property rights where such relief is legally available;
• reporting matters to, filing complaints with, or cooperating with government agencies or law enforcement;
• pursuing any claim or remedy that applicable law does not permit to be subjected to mandatory arbitration.

21.4 Arbitration Procedure

The arbitrator will have authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement, except where applicable law requires a court to decide a particular issue.

The arbitration may be conducted through documents, telephone, video conference, or an in-person hearing as permitted by the AAA Consumer Arbitration Rules and applicable law.

The arbitrator may award the same individual remedies that would otherwise be available in court to the extent permitted by applicable law.

21.5 Arbitration Fees

Arbitration fees and costs will be allocated in accordance with the AAA Consumer Arbitration Rules and applicable law.

Utasking will pay arbitration fees and costs that applicable law or AAA rules require Utasking to pay.

Nothing in this Section is intended to prevent a user from obtaining any fee waiver, cost protection, or other procedural protection available under applicable law or AAA rules.

21.6 Class and Representative Action Waiver

To the fullest extent permitted by applicable law, you and Utasking agree that disputes subject to arbitration will be resolved only on an individual basis.

Neither party will bring or participate in a class, collective, consolidated, or representative arbitration or proceeding to the extent such a waiver is legally enforceable.

The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

Nothing in this Section waives any right, claim, or remedy that cannot legally be waived.

21.7 Right to Opt Out of Arbitration

You may opt out of this arbitration agreement by sending written notice to support@utasking.com within 30 days after you first accept these Terms.

Your notice must include:

• your name;
• the email address associated with your Utasking account; and a clear statement that you are opting out of the arbitration agreement contained in the Utasking Terms of Service.

Opting out of arbitration will not affect your ability to use Utasking or the enforceability of the remaining provisions of these Terms.

21.8 Severability

If any portion of this arbitration agreement is determined to be invalid or unenforceable, that portion will be severed or limited to the minimum extent necessary where permitted by law.

The remaining portions will continue in effect unless applicable law requires otherwise.

If the Class and Representative Action Waiver is determined to be unenforceable as to a particular claim or request for relief, that claim or request for relief will proceed as required by applicable law, and the remaining arbitrable claims will remain subject to this Section where legally permitted.

22. Governing Law and Venue

These Terms and your relationship with Utasking are governed by the laws of the State of California, without regard to conflict-of-laws principles, except to the extent federal law applies.

For any dispute, claim, or proceeding that is not subject to arbitration under Section 21 and is not required by law to be brought elsewhere, you and Utasking agree to the exclusive jurisdiction of the state and federal courts located in California.

Nothing in this Section prevents either party from bringing an eligible claim in small claims court or from exercising any right that applicable law does not permit to be waived.

If applicable law gives you the right to bring a claim in another jurisdiction despite this Section, this Section does not override that right.

23. Changes to These Terms

Utasking may update or modify these Terms from time to time to reflect changes to the Platform, our business practices, applicable law, regulatory requirements, security needs, or other operational reasons.

When we make changes, we may update the “Effective Date” at the top of these Terms and provide additional notice where required by applicable law or where we determine that the changes are material.

Notice of material changes may be provided through the Platform, by email, or through another reasonable method using the contact information associated with your account.

Unless applicable law requires otherwise, revised Terms will become effective on the date stated in the updated Terms.

Your continued use of the Platform after revised Terms become effective constitutes acceptance of the updated Terms, except where applicable law requires additional consent.

If you do not agree to revised Terms, you may stop using the Platform and deactivate your account.

Changes to Professional Membership pricing, renewal rules, or other paid Professional Membership terms may also be governed by the separate Professional and Membership Terms.

24. Electronic Communications and Notices

By creating an account or using the Platform, you agree that Utasking may communicate with you electronically regarding your account, the Platform, these Terms, security, verification, membership, transactions with Utasking, policy updates, and other service-related matters.

Electronic communications may include email, notices displayed through the Platform, account messages, or other electronic methods made available by Utasking.

You are responsible for maintaining a current and valid email address and other contact information associated with your account.

You agree that electronic notices and communications from Utasking satisfy any legal requirement that such communications be provided in writing, to the extent permitted by applicable law.

Certain communications may be necessary to operate or secure your account, including verification, security, account-status, membership, or legal notices. You may not be able to opt out of communications that are necessary to provide, secure, or administer the Platform or your account.

SMS and text-message communications are subject to the separate Utasking SMS Terms and Consent and any additional consent requirements that apply to those communications.

Formal notices to Utasking under these Terms may be sent to support@utasking.com unless these Terms or applicable law specify another method.

25. Privacy

Your use of the Platform is also subject to the Utasking Privacy Policy, which explains how Utasking collects, uses, discloses, stores, and otherwise handles personal information in connection with the Platform.

By using Utasking, you acknowledge that your personal information may be processed as described in the Privacy Policy and in accordance with applicable law.

The Privacy Policy is incorporated into these Terms by reference to the extent applicable to your use of the Platform.

If there is a conflict between these Terms and the Privacy Policy regarding the handling of personal information, the Privacy Policy will control with respect to that privacy issue.

26. General Legal Terms

26.1 Entire Agreement

These Terms, together with any additional terms and policies expressly incorporated by reference, constitute the entire agreement between you and Utasking regarding your use of the Platform and supersede prior agreements or understandings relating to that use.

For Professionals, the Professional and Membership Terms form part of the agreement governing Professional access and membership.

26.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in effect.

26.3 No Waiver

If Utasking does not enforce a provision of these Terms in a particular instance, that does not waive Utasking’s right to enforce that provision or any other provision in the future.

26.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Utasking’s prior written consent.

Utasking may assign or transfer these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or other business transaction, subject to applicable law.

26.5 No Third-Party Beneficiaries

Except where these Terms expressly state otherwise, these Terms do not create rights for any person or entity that is not a party to them.

26.6 Headings

Section headings are provided for convenience only and do not affect the interpretation of these Terms.

26.7 Survival

Provisions that by their nature should continue after account deactivation, termination, or expiration will survive, including provisions relating to intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and other accrued rights or obligations.

26.8 Interpretation

Words such as “including” and “include” are intended to be illustrative and do not limit the scope of the preceding language.

References to “applicable law” include federal, state, and local laws, regulations, and legal requirements that apply to the relevant conduct or transaction.

26.9 Contact

Questions about these Terms may be sent to:

support@utasking.com