Professional and Membership Terms

1. Scope and Acceptance

These Professional and Membership Terms (“Professional Terms”) apply to any user who registers for, activates, uses, or accesses Professional features on the Utasking platform operated by Utasking LLC, a California limited liability company (“Utasking,” “we,” “us,” or “our”).

These Professional Terms supplement the Utasking Terms of Service. By registering as a Professional, switching into the Professional role, creating or publishing a Professional profile or service listing, starting a Professional trial, purchasing a Professional Membership, or otherwise using Professional features, you agree to these Professional Terms in addition to the Utasking Terms of Service.

If there is a conflict between these Professional Terms and the Utasking Terms of Service regarding Professional Membership, Professional access, trial eligibility, renewal, expiration, or other Professionalspecific matters, these Professional Terms will control for that issue.

Professional access may be subject to eligibility requirements, account status, verification, compliance with Utasking policies, and an active Professional Membership where required.

These Professional Terms do not create an employment, agency, partnership, joint venture, franchise, or other employment-like relationship between Utasking and any Professional.

2. Professional Eligibility and Responsibilities

To use Professional features on Utasking, you must satisfy the eligibility requirements in the Utasking Terms of Service and comply with these Professional Terms.

Professionals are responsible for ensuring that the services they advertise, arrange, and perform are lawful and that they are legally permitted and properly qualified to provide those services.

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

Professionals are responsible for all taxes, reporting obligations, business registrations, and other legal or financial obligations arising from their independent service activities.

Professionals must provide accurate, current, and non-misleading information in their profiles and service listings, including information concerning services, pricing, availability, experience, qualifications, service areas, photos, and descriptions.

Professionals are responsible for the quality, safety, legality, performance, and results of the services they provide.

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

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

Professionals must comply with the Utasking Terms of Service, including the Community Standards and Prohibited Services provisions, and with any other Utasking policy that applies to their use of the Platform.

3. Independent Professional Status

Professionals use Utasking as independent service providers and are not employees, workers, agents, representatives, partners, joint venturers, or franchisees of Utasking.

Utasking provides marketplace technology and access that may help Professionals create profiles, publish service listings, communicate with Clients, and connect with potential customers.

Professionals independently decide whether to offer a service, whether to communicate with or accept work from a Client, how much to charge, when and where to perform services, what tools or equipment to use, and how to perform the service, subject to applicable law and any agreement made directly with the Client.

Utasking does not control or supervise the manner or means by which Professionals perform their services and does not require Professionals to work any particular schedule, accept any particular Client, or perform any minimum amount of work through the Platform.

Professionals are responsible for their own business expenses, tools, equipment, transportation, insurance, taxes, licenses, permits, and other obligations arising from their independent service activities.

Nothing in these Professional Terms or the Utasking Terms of Service creates an employment relationship or gives a Professional authority to act on behalf of, bind, or make commitments for Utasking.

Professionals may not represent to Clients or third parties that they are employees, agents, representatives, or authorized spokespersons of Utasking.

4. Professional Trial Eligibility

Utasking may offer an introductory free trial of Professional Membership to eligible new users who initially register for Utasking as Professionals.

The current introductory trial period is fourteen (14) days.

The free trial is limited to one trial per eligible new Professional account and is intended only for new Professional registrations.

A user who initially registers as a Client and later switches to the Professional role is not eligible for the introductory new-Professional trial under the current membership model.

Utasking may deny, limit, or revoke trial eligibility where it reasonably believes a user is attempting to obtain multiple trials, create duplicate accounts, evade account restrictions, or otherwise misuse the trial program.

The trial begins when Professional access is activated for the eligible account and expires according to the Professional Membership expiration date recorded by Utasking’s membership system.

The free trial does not automatically convert into a paid recurring subscription. When the trial expires, the Professional must manually purchase a paid Professional Membership period to continue using paid Professional features.

Unless otherwise required by law, unused trial time has no cash value and cannot be transferred, extended, exchanged, or credited.

5. Paid Professional Membership and Manual Renewal

After an eligible free trial expires, continued access to paid Professional features requires an active Professional Membership.

The current price for one month of Professional Membership is $39, plus any applicable taxes.

Professional Membership is purchased manually. Utasking does not currently automatically renew Professional Memberships or automatically charge a Professional on a recurring monthly basis.

Each paid Professional Membership period begins at the date and time the Professional successfully completes the membership purchase.

A paid Professional Membership lasts for one month from the purchase date and time, as determined by Utasking’s membership system.

If a Professional purchases a new membership period before the current membership period expires, the new membership period begins immediately on the date and time of the new purchase.

Any unused time remaining on the prior membership period does not carry forward, pause, extend, or add to the newly purchased membership period.

Professionals are responsible for manually purchasing another membership period if they wish to continue paid Professional access after the current membership period expires.

Utasking may change Professional Membership pricing in the future. Any pricing change will apply prospectively and will be communicated as required by applicable law.

A Professional Membership provides access to eligible Professional Platform features during the applicable membership period, subject to account status, compliance with Utasking policies, and any feature limitations or changes described in the Utasking Terms of Service.

6. Membership Expiration and Professional Access

Professional Membership access is tied to the expiration date and time recorded in Utasking’s membership system.

When a Professional Membership expires, the Professional’s public profile, service listings, marketplace visibility, and other Professional features may be hidden, disabled, or otherwise restricted until a new membership period is purchased.

Expiration of Professional Membership does not automatically delete the Professional’s Utasking account.

An expired Professional may continue to access the account to the extent permitted by Utasking, including accessing the dashboard and available renewal functionality.

If the Professional purchases a new membership period after expiration, eligible Professional features may be restored after the purchase is successfully completed, subject to the account otherwise being in good standing.

Utasking does not guarantee that expired profiles, listings, rankings, search placement, messages, or other Professional activity will be restored in exactly the same state or position that existed before expiration.

Professionals are responsible for monitoring their membership status and expiration date and for completing a renewal purchase if they wish to maintain uninterrupted Professional access.

Utasking may send expiration or renewal reminders as a convenience, but failure to receive a reminder does not extend a membership period or change its expiration date.

7. Account Deactivation During an Active Membership

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

Deactivating an account does not cancel, pause, extend, restart, or refund an active Professional Membership period.

While the account is deactivated, the Professional’s profile, service listings, marketplace visibility, messaging functionality, and other Professional features may be hidden or restricted.

The Professional Membership expiration date continues to run normally during the period of deactivation.

If the Professional reactivates the account before the active membership period expires, eligible Professional features may be restored for the remainder of that existing membership period, subject to the account otherwise being in good standing.

Reactivation does not restart the membership period or restore time that elapsed while the account was deactivated.

If the Professional reactivates the account after the membership period has expired, the account may be restored, but Professional features may remain unavailable until the Professional purchases a new Professional Membership period.

Deactivation does not create a right to a refund, credit, extension, or replacement membership period, except where required by applicable law.

8. Refunds and Non-Refundable Membership Fees

Professional Membership fees are non-refundable once paid, except where a refund is required by applicable law.

This means Utasking generally does not provide refunds, credits, prorated refunds, or extensions for:

• unused membership time;
• early account deactivation;
• failure to use Professional features;
• changes in a Professional’s availability or business circumstances;
• dissatisfaction with marketplace activity, visibility, leads, connections, or results;
• failure to receive a renewal or expiration reminder;
• purchasing a new membership period before the current membership period expires;
• suspension, restriction, or termination resulting from a violation of the Utasking Terms of Service, these

Professional Terms, or another applicable Utasking policy.

If a Professional’s account is suspended, restricted, or terminated because of suspected or confirmed violations, Utasking is not required to refund any unused portion of the Professional Membership period, except where applicable law requires otherwise.

Nothing in this section limits any non-waivable refund, chargeback, or consumer right available under applicable law.

Utasking may, in its discretion, correct a billing error or duplicate charge where appropriate, but doing so does not create a general right to refunds or credits.

9. Payment Processing, Failed Payments, and Chargebacks

Professional Membership payments may be processed through third-party payment processors or checkout providers used by Utasking.

By purchasing a Professional Membership, you authorize the applicable payment processor to process the payment information you provide for that purchase.

Because Professional Membership is manually purchased, Utasking does not automatically charge your payment method for future membership periods unless Utasking later introduces a recurring-payment feature and obtains any consent required by applicable law.

A Professional Membership is not activated or renewed until the applicable payment is successfully completed and confirmed by Utasking’s payment and membership systems.

If a payment is declined, reversed, cancelled, disputed, or otherwise not successfully completed, Utasking may withhold, suspend, or remove the Professional Membership access associated with that payment.

Professionals are responsible for providing accurate and authorized payment information and for ensuring that they have permission to use the payment method submitted.

If you believe you were charged incorrectly, charged more than once, or did not authorize a Professional Membership charge, you should contact Utasking at support@utasking.com promptly so the issue can be reviewed.

You may not knowingly initiate a fraudulent or abusive chargeback or payment dispute for a valid Professional Membership purchase.

Utasking may investigate payment disputes and may restrict or suspend Professional access where it reasonably believes a payment dispute involves fraud, abuse, unauthorized use of a payment method, or other violation of these Professional Terms.

Nothing in this section limits any lawful right you may have to dispute a genuinely unauthorized or incorrect charge.

10. Suspension, Restriction, or Termination of Professional Access

Payment for a Professional Membership does not guarantee continued access to Professional features if the Professional violates the Utasking Terms of Service, these Professional Terms, another applicable Utasking policy, or applicable law.

Utasking may review, restrict, suspend, deactivate, or terminate Professional access where Utasking reasonably believes that a Professional has:

• violated Utasking’s Terms, policies, or prohibited-services rules;
• engaged in fraud, scams, abuse, harassment, deception, or unsafe conduct;
• provided false, misleading, or unlawful profile or service information;
• offered services that are prohibited or that the Professional is not legally permitted to provide;
• misused payment, membership, messaging, reporting, or account features;
• attempted to evade a prior restriction, suspension, termination, or other enforcement action;
• created a material safety, legal, security, fraud, or marketplace-integrity risk.

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

Suspension, restriction, deactivation, or termination may result in the Professional’s profile, service listings, marketplace visibility, messaging functionality, dashboard features, or other Professional access being hidden or disabled.

If Professional access is suspended, restricted, or terminated because of a violation, the Professional is not entitled to a refund, credit, extension, or prorated return of unused membership time, except where applicable law requires otherwise.

Where restoration is available, Utasking may require the Professional to correct the issue, provide additional information, complete verification or review steps, or satisfy other reasonable account requirements before Professional access is restored.

Restoration of an account does not automatically extend, restart, or replace a membership period that expired while the account was restricted, suspended, or deactivated.

Utasking may permanently deny Professional access where it determines that restoration would create unacceptable legal, safety, fraud, security, or marketplace risk.

11. Membership Features, Changes, and No Guarantee of Results

A Professional Membership provides access to eligible Professional features made available by Utasking during the applicable membership period.

Professional features may include profile visibility, service listings, marketplace discovery, messaging, account tools, and other functionality made available to Professionals.

Utasking may add, remove, modify, limit, or reorganize Professional features from time to time as the Platform develops.

Professional Membership does not guarantee:

• a particular number of views, leads, inquiries, messages, Clients, bookings, or service opportunities;
• any particular search ranking, placement, visibility, or prominence;
• any minimum level of income, revenue, business growth, or return on the membership fee;
• that any Client will contact, engage, hire, pay, or complete a transaction with the Professional;
• that any Professional feature will remain unchanged or available indefinitely.

Professionals are responsible for how they use the Platform and for the quality, accuracy, competitiveness, and presentation of their profiles and service listings.

Utasking may make reasonable changes to Professional features, categories, search tools, visibility systems, account controls, or other marketplace functionality, subject to applicable law.

If Utasking makes a change that materially affects paid Professional Membership rights or pricing, Utasking will provide any notice required by applicable law.

12. Membership Communications and Reminders

Utasking may send Professionals service-related communications concerning Professional Membership, including trial-status notices, expiration reminders, renewal reminders, payment confirmations, accountstatus notices, and other membership-related information.

Membership communications may be sent by email, through the Platform, or through other communication methods permitted by applicable law and the Utasking Terms of Service.

Renewal and expiration reminders are provided as a convenience and do not create a guarantee that a reminder will always be received.

A Professional’s trial or paid membership period expires according to the expiration date and time recorded in Utasking’s membership system, regardless of whether the Professional receives a reminder.

Failure to receive a reminder does not pause, extend, restart, renew, or otherwise modify a Professional Membership period.

Professionals are responsible for monitoring their own membership status and completing a renewal purchase if they wish to maintain uninterrupted Professional access.

Utasking may change the timing, frequency, or format of membership reminders from time to time.

13. Changes to Membership Pricing or Terms

Utasking may change Professional Membership pricing, trial eligibility, membership features, renewal rules, or other Professional Membership terms from time to time.

Unless applicable law requires otherwise, changes will apply prospectively and will not alter the price or duration of a Professional Membership period that was already successfully purchased before the change became effective.

Utasking may provide notice of material changes by email, through the Platform, by updating these Professional Terms, or through another reasonable method permitted by applicable law.

If the price of Professional Membership changes, the new price will apply to membership purchases made after the effective date of the price change.

Because Professional Membership is manually renewed, a Professional who does not agree to a future price or membership change may choose not to purchase another membership period.

Utasking may modify or discontinue promotional offers, introductory trials, discounts, or other temporary membership programs at any time, subject to applicable law.

Any updated Professional Terms will state their effective date. Continued use of Professional features after updated terms become effective constitutes acceptance of the revised terms, except where applicable law requires additional consent.

14. Taxes and Payment Obligations to Utasking

Professional Membership fees are separate from any amounts a Professional may charge or receive from Clients for underlying services.

Professionals are responsible for paying all amounts owed directly to Utasking for Professional Membership purchases, including any applicable sales, use, transaction, or similar taxes that Utasking is legally required to collect.

Utasking may calculate and collect applicable taxes on Professional Membership purchases where required by law.

Professionals are separately responsible for determining, reporting, and paying any taxes, fees, licenses, registrations, or other governmental obligations arising from their own independent service activities or payments received directly from Clients.

Utasking does not provide tax, accounting, or legal advice to Professionals and does not assume responsibility for a Professional’s individual tax obligations.

Nothing in these Professional Terms makes Utasking responsible for withholding payroll taxes, employment taxes, income taxes, or other amounts on behalf of a Professional in connection with services performed for Clients, except where applicable law expressly requires otherwise.

15. No Employment Benefits or Business Guarantees

Utasking operates as a marketplace platform and does not employ Professionals to perform services for Clients.

By using Professional features or purchasing a Professional Membership, a Professional does not become entitled, solely by reason of that use or purchase, to wages, salary, paid time off, employee benefits, expense reimbursement, retirement benefits, unemployment benefits, workers’ compensation benefits, or other benefits that Utasking provides to its employees, if any.

Professionals are responsible for their own business expenses, tools, equipment, transportation, insurance, taxes, and other costs associated with providing their independent services, except where applicable law requires otherwise.

Utasking does not guarantee Professionals:

• any minimum amount of work;
• any minimum number of Clients, inquiries, leads, bookings, or service opportunities;
• any minimum level of income or revenue;
• reimbursement for expenses incurred in providing services;
• any particular schedule, geographic area, search placement, or level of marketplace visibility.

A Professional Membership provides access to eligible Platform features only and does not constitute employment, a promise of work, or a guarantee of business results.

Nothing in these Professional Terms is intended to determine a Professional’s legal employment classification where applicable law requires that classification to be determined based on the actual facts and circumstances of the relationship.

16. Service Arrangements and Payments Between Professionals and Clients

Professional Membership provides access to Utasking’s marketplace features but does not make Utasking a party to any service agreement between a Professional and a Client.

Professionals and Clients are responsible for agreeing directly on the scope of the service, price, schedule, location, payment method, deposits, cancellations, refunds, and any other terms relating to the underlying service.

At launch, Utasking does not process, collect, hold, escrow, transfer, or guarantee payments made by Clients to Professionals for underlying services.

Professionals are responsible for collecting amounts owed by Clients directly and for handling any payment disputes, refunds, deposits, cancellations, or unpaid balances arising from their service arrangements.

Utasking does not guarantee that a Client will pay a Professional, complete a transaction, honor a cancellation policy, or otherwise perform any obligation arising from a direct service arrangement.

Any membership fee paid to Utasking is separate from amounts paid or owed between a Professional and a Client.

Professionals may not represent to Clients that Utasking guarantees payment, guarantees the service arrangement, or is responsible for collecting amounts owed for underlying services.

Professionals are responsible for complying with applicable laws and payment obligations relating to the amounts they charge or receive directly from Clients.

17. Professional Content, Profiles, and Listings

Professionals are responsible for all information, materials, and content they provide through their Professional profile and service listings.

Professional Content may include service descriptions, prices, availability, qualifications, experience, service areas, photographs, images, business information, and other materials made available to Clients.

Professionals must ensure that their Professional Content is accurate, current, lawful, and not misleading.

Professionals represent and warrant that they own, control, or have all rights and permissions necessary to use and publish any Professional Content they provide through Utasking.

Professionals may not upload or publish content that:

• infringes another person’s copyright, trademark, privacy, publicity, or other legal rights;
• contains false, deceptive, or materially misleading claims;
• falsely represents licenses, certifications, experience, qualifications, insurance, pricing, availability, or service capabilities;
• advertises prohibited or unlawful services;
• contains fraudulent, abusive, discriminatory, harassing, explicit, or otherwise prohibited material;
• violates applicable law, the Utasking Terms of Service, or another applicable Utasking policy.

By publishing Professional Content through the Platform, the Professional grants Utasking the rights described in the Utasking Terms of Service to host, display, reproduce, format, distribute, and otherwise use that content as reasonably necessary to operate, provide, improve, secure, and promote the Platform.

Utasking may remove, restrict, hide, disable, or require changes to Professional Content that Utasking reasonably believes violates applicable law, Utasking policies, marketplace safety requirements, or these Professional Terms.

Certain Professional Content or edits may be subject to review before or after publication. Utasking may approve, reject, restrict, remove, or require changes to such content. Approval or publication does not mean that Utasking has independently verified, endorsed, guaranteed, or determined the legality, safety, accuracy, qualifications, or suitability of the Professional, the content, or the underlying service.

The fact that Utasking permits a profile or service listing to appear on the Platform does not mean that Utasking has verified, approved, endorsed, licensed, or guaranteed the Professional, the content of the listing, or the underlying service.

18. No Transfer or Sharing of Professional Membership

A Professional Membership is personal to the Utasking account for which it was purchased.

Professional Membership access may not be transferred, assigned, sold, resold, shared, sublicensed, or used for the benefit of another person or account.

Professionals may not share login credentials or allow another person to use their Professional Membership or Professional account in a way that misrepresents who is offering or performing services.

A Professional may not use another user’s membership, trial eligibility, payment history, or account status to obtain Professional access.

Utasking may restrict or suspend access if it reasonably believes a Professional Membership is being transferred, shared, resold, or otherwise misused.

A change in a Professional’s business name, branding, or service offerings does not automatically transfer the membership to a different person, business, or legal entity.

Where Utasking permits an account update or business-information change, the Professional remains responsible for ensuring that all account and profile information is accurate and that the account continues to comply with applicable eligibility and verification requirements.

19. Membership Availability and Geographic Scope

Professional Membership is available only where Utasking offers or supports Professional marketplace access.

Utasking may limit Professional registration, membership availability, service listings, or marketplace visibility based on geographic area, launch market, service category, operational capacity, legal requirements, or other business considerations.

At launch, Utasking is intended to focus on the Los Angeles, California market.

A Professional Membership does not guarantee that Utasking will support every city, neighborhood, service area, or category.

Professionals are responsible for accurately identifying the locations and service areas in which they actually offer services.

Utasking may add, remove, expand, or limit supported geographic markets or service areas from time to time.

If Utasking materially changes geographic availability in a way that affects an active paid Professional Membership, Utasking will provide any notice or remedy required by applicable law.

A Professional may not misrepresent their location, service area, or availability in order to appear in searches or markets they do not actually serve.

20. Relationship to Other Utasking Policies

These Professional and Membership Terms are part of the broader legal terms governing use of Utasking.

Professionals are also subject to the Utasking Terms of Service and any other policies that apply to their use of the Platform, which may include the Utasking Privacy Policy, Safety Policy, SMS Terms and Consent, Acceptable Use Policy, Cookie Policy, and other applicable notices or policies.

If there is a conflict between these Professional Terms and the Utasking Terms of Service regarding Professional Membership, Professional access, trial eligibility, renewal, expiration, refunds, or another Professional-specific issue, these Professional Terms will control for that issue.

If there is a conflict concerning privacy or the handling of personal information, the Utasking Privacy Policy will control with respect to that privacy issue.

If a separate Utasking policy imposes additional safety, conduct, communications, or platform-use requirements, Professionals must comply with those requirements in addition to these Professional Terms.

Nothing in these Professional Terms limits any rights or protections that cannot be waived under applicable law.

21. Changes to These Professional Terms

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

When changes are made, Utasking may update the effective date of these Professional Terms and provide additional notice where required by applicable law or where Utasking determines that a change is material.

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

Unless applicable law requires otherwise, revised Professional Terms will apply prospectively from the stated effective date.

Changes will not retroactively alter the price or duration of a Professional Membership period that was already successfully purchased before the change became effective, unless applicable law requires otherwise.

Because Professional Membership is manually renewed, a Professional who does not agree to revised pricing or membership terms may choose not to purchase another membership period.

Continued use of Professional features after revised Professional Terms become effective constitutes acceptance of the updated terms, except where applicable law requires additional consent.

If a Professional does not agree to the revised Professional Terms, the Professional may stop using Professional features and may deactivate the account in accordance with the Platform’s account settings and applicable Utasking policies.

22. Electronic Communications and Membership Notices

By using Professional features or purchasing a Professional Membership, you agree that Utasking may send you electronic communications related to your Professional account and membership.

These communications may include trial notices, payment confirmations, expiration reminders, renewal reminders, account-status notices, policy updates, security notices, and other service-related information.

Utasking may provide these communications by email, through the Platform, or through another electronic method permitted by applicable law.

Professionals are responsible for keeping their email address and other account contact information accurate and current.

Certain communications may be necessary to administer, secure, or maintain Professional access and may not be optional.

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

A failure to receive or review a membership-related communication does not alter the Professional Membership expiration date, payment status, or other account obligations.

23. General Legal Terms and Contact

23.1 Entire Agreement for Professional Membership

These Professional Terms, together with the Utasking Terms of Service and any policies incorporated by reference, form the agreement governing Professional access and Professional Membership.

23.2 Severability

If any provision of these Professional 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.

23.3 No Waiver

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

23.4 Assignment

Professionals may not assign or transfer their rights or obligations under these Professional Terms without Utasking’s prior written consent.

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

23.5 Survival

Provisions that by their nature should continue after membership expiration, account deactivation, suspension, or termination will survive, including provisions relating to payment obligations, refunds, taxes, intellectual property, service responsibility, liability, dispute obligations, and accrued rights.

23.6 Headings and Interpretation

Section headings are provided for convenience only and do not affect interpretation.

Words such as “including” and “include” are illustrative and do not limit the scope of the language that comes before them.

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

23.7 Contact

Questions about these Professional and Membership Terms may be sent to:

support@utasking.com