1. “Aggregated Statistics” means data and information related to Client’s use of TaskGPT that is used by TaskUs in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of TaskGPT.
2. “Authorized User” means Client’s employees: i) who are authorized by Client to access and use TaskGPT under the rights granted to Client pursuant to this TOU and (ii) for whom access to TaskGPT has been purchased hereunder.
3. “Client Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or transmitted by or on behalf of Client or an Authorized User through TaskGPT.
4. “Documentation” means TaskUs’ user manuals, handbooks, and guides relating to TaskGPT provided by TaskUs to Client either electronically or in hard copy form/end user documentation relating to TaskGPT.
5. “Platform” means the TaskUs technology and third party technology, and their respective technology processes, resources and related application and infrastructure technology and systems used by TaskUs and third party to run its business, process content, invoice for TaskGPT, manage Client accounts, produce deliverables, and manage staff.
6. “TaskUs IP” with respect to this TOU means TaskGPT, TaskUs Materials, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, TaskUs IP includes Aggregated Statistics and any information, data, or other content derived from TaskUs’ monitoring of Client’s access to or use of TaskGPT, but does not include Client Data.
7. “TaskUs Materials” with respect of this TOU means all of TaskUs’ technology, and third party technology including the Platform, related technical infrastructure, networks and applications along with the policies, procedures, and resources used to deliver TaskGPT but excluding Client Materials.

1. Provision of Access. Subject to and conditioned on Client’s payment of Fees and compliance with this TOU, TaskUs hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 10(g)) right to access and use TaskGPT during the term as identified in the Order Form (the “TOU Term”), solely for use by Authorized Users in accordance with the terms herein. TaskUs shall provide to Client the necessary passwords and network links or connections to allow Client to access TaskGPT. The total number of Authorized Users will not exceed the number set forth in the Order Form, except as expressly agreed to in writing signed by the Parties and subject to any appropriate adjustment of the Fees payable thereunder.
2. Documentation License. Subject to the TOU, TaskUs hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 10(g)) license to use the Documentation during the TOU Term solely for Client’s internal business purposes in connection with its use of TaskGPT.
3. Use Restrictions. Client shall not use TaskGPT for any purposes beyond the scope of the access granted in this TOU. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, mimic or create derivative works or similar works of TaskGPT or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign or re-assign, distribute, publish, transfer TaskGPT or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of TaskGPT, in whole or in part; (iv) remove any proprietary notices from TaskGPT or Documentation; or (v) use TaskGPT or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. Reservation of Rights. TaskUs reserves all rights not expressly granted to Client in this TOU. Except for the limited rights and licenses expressly granted under this TOU, nothing in this TOU grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the TaskUs IP.
5. Suspension. Notwithstanding anything to the contrary in this TOU, TaskUs may permanently or temporarily suspend Client’s and any Authorized User’s access to any portion or all of TaskGPT if: (i) TaskUs reasonably determines that (A) there is a threat or attack on any of the TaskUs IP; (B) Client’s or any Authorized User’s use of the TaskUs IP disrupts or poses a security risk to the TaskUs IP or to any other Client or vendor of TaskUs; (C) Client, or any Authorized User, is using the TaskUs IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or Client has failed to pay TaskUs for TaskGPT when due; or (E) TaskUs’ provision of TaskGPT to Client or any Authorized User is prohibited by applicable law; (ii) any vendor of TaskUs has suspended or terminated TaskUs’ access to or use of any third-party software, platform or products required to enable Client to access TaskGPT; or (iii) in accordance with this Section 2(e)(iii) (any such suspension described in subclauses (i), (ii), or (iii) (a “TOU Suspension”). TaskUs shall use commercially reasonable efforts to provide written notice of any TOU Suspension to Client and to provide updates regarding resumption of access to TaskGPT following any TOU Suspension. TaskUs shall use commercially reasonable efforts to resume providing access to TaskGPT as soon as reasonably possible after the event giving rise to the TOU Suspension is cured. TaskUs will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a TOU Suspension.
6. Aggregated Statistics. Notwithstanding anything to the contrary in this TOU, TaskUs may monitor Client’s use of TaskGPT and collect and compile Aggregated Statistics. As between TaskUs and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by TaskUs. Client acknowledges that TaskUs may compile Aggregated Statistics based on Client Data input into TaskGPT. Client agrees that TaskUs may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client’s Confidential Information.

1. General. Client is responsible and liable for all uses of TaskGPT and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this TOU. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this TOU if taken by Client will be deemed a breach of this TOU by Client. Client shall use reasonable efforts to make all Authorized Users aware of this TOU’s provisions as applicable to such Authorized User’s use of TaskGPT.
2. Client Obligations. Client agrees to: a) Not request TaskGPT unless the Client can pay for them and has authorized the representative to request TaskGPT; b) Comply with all of TaskUs’ policies and procedures regarding receipt of TaskGPT; c) When requesting and receiving TaskGPT, not do anything that is, or may be determined to be, illegal, harmful, dishonest, misleading, defamatory, inflammatory, hate speech, derogatory, disruptive or degrading, abusive or offensive to others; or d) Not do anything that may harm or impinge upon: (i) the delivery of TaskGPT; (ii) the Platform or other TaskUs systems or third party systems; or (iii) the TaskUs Materials or any related technology including but not limited to providing content which contains malicious software code, viruses, malware, spyware, disabling devices, or any code intended to erase, modify, hide, mask alter or degrade TaskGPT, TaskUs systems or any content on TaskUs’ systems; (iv) not publish any statements about the TaskUs’ systems, TaskGPT, or the TaskUs Materials that may interfere in any way with TaskUs’ business; (v) not submit any content to TaskUs for which Client does not have all intellectual property rights and required consents from content owners to process

The access rights granted hereunder entitle Client to the support of TaskGPT described on the Order Form for the period as described on the Order Form, and thereafter, solely if Client purchases additional support of TaskGPT.

1. Fees. Client shall pay TaskUs the fees (“Fees“) as set forth in the Order Form without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Client fails to make any payment when due and TaskUs may suspend Client’s and its Authorized Users’ access to any portion or all of TaskGPT until such amounts are paid in full. Fees paid are non-refundable and non-cancellable except as otherwise expressly provided in this TOU.
2. Refunds. In the event of a permanent TOU Suspension, TaskUs will refund Client the prorated portion of the prepaid Fees for the prepaid period after such discontinuation. TaskUs has no liability to Client, nor any obligation to provide a refund to Client, in connection with internet or other TaskGPT outages or failures that are caused by the actions of government authorities, other third parties or events beyond TaskUs’ control.
3. Taxes. All Fees and other amounts payable by Client under this TOU are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on TaskUs’ income.
4. Auditing Rights and Required Records. The Parties agree to maintain complete and accurate records during the Term and for a period of three (3) years after the termination or expiration of the Order Form with respect to matters necessary for accurately determining amounts due hereunder.

1. TaskUs IP. Client acknowledges that, as between Client and TaskUs, TaskUs owns all right, title, and interest, including all intellectual property rights, in and to the TaskUs IP, including, but not limited to, copyrights and know-how in TaskGPT and TaskUs Materials, including in each case all modifications, improvements and enhancements thereto and derivative works thereof, remain with TaskUs and all rights in third party systems shall remain with the applicable third party. Client shall not have any rights in them. When establishing an account, if TaskUs determines that it is necessary for Client to submit Client Materials directly to TaskUs systems to enable processing, TaskUs grants Client a limited, non-exclusive, license during TaskGPT Term to receive TaskGPT in accordance with the TOU of this TOU.
2. Client Data. TaskUs acknowledges that, as between TaskUs and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to TaskUs a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for TaskUs to provide TaskGPT to Client, and for no other purpose. TaskUs reserves the right to determine which subprocessor to use in regards to Client Data for the sole purposes of providing TaskGPT.
3. Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to TaskUs by mail, email, telephone, or otherwise, suggesting or recommending changes to the TaskUs IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), TaskUs is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to TaskUs on Client’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and TaskUs is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although TaskUs is not required to use any Feedback.

THE TASKUS IP IS PROVIDED “AS IS” AND TASKUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TASKUS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE OR UPTIME AVAILABILITY. TASKUS MAKES NO WARRANTY OF ANY KIND THAT THE TASKUS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SOFTWARE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

CLIENT AGREES THAT IT’S SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE TASKGPT IS TO STOP ACCESING AND USING TASKGPT. CLIENT AGREES THAT TASKUS HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE TASKGPT, AND WHILE CLIENT RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, CLIENT’S SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO TASKGPT, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TASKUS, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, CONFIDENTIAL INFORMATION, PERSONAL DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE TASKGPT, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER CLIENT HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO TASKGPT, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY CLIENT TO TASKUS UNDER THIS TOU DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM.

For clarification, this TOU do not limit TaskUs’ liability for fraud, death or personal injury to the extent that applicable law would prohibit such a limitation.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER THIS TOU MUST BE COMMENCED (BY FILING A DEMAND OR FILING AN INDIVIDUAL ACTION AS SPECIFIED UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

1. TOU Term. The term of this TOU begins on the Effective Date and, unless terminated earlier pursuant to this TOU’s express provisions, will continue in effect for the period identified in the Order Form (the “Initial Term”). Unless otherwise agreed in the Order Form , this TOU will automatically renew for up to one (1) additional successive year term unless earlier terminated pursuant to this TOU’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term (each a “Renewal Term” and together with the Initial Term, the “TOU Term“).
2. Termination. In addition to any other express termination right set forth in this TOU:
   1. TaskUs may terminate this TOU, effective on written notice to Client, if Client: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after TaskUs’ delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c);
   2. either Party may terminate this TOU, effective on written notice to the other Party, if the other Party materially breaches this TOU, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
   3. either Party may terminate this TOU, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

1. Entire TOU. Other than as stated in this section or as explicitly agreed upon in writing between Client and TaskUs, this TOU constitute all the TOU and conditions agreed upon between Client and TaskUs and supersede any prior agreements in relation to the subject matter of this TOU, whether written or oral.
2. Force Majeure. In no event shall TaskUs be liable to Client, or be deemed to have breached this TOU, for any failure or delay in performing its obligations under this TOU, if and to the extent such failure or delay is caused by any circumstances beyond TaskUs’ reasonable control, including but not limited to acts of God, flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
3. Severability. If any provision of this TOU is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this TOU or invalidate or render unenforceable such term or provision in any other jurisdiction.
4. Governing Law; Submission to Jurisdiction. This TOU is governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this TOU or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the Western District of Texas in each case located in Bexar County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
5. Assignment. Neither Party may assign or transfer any part of this MSA without the written consent of the other Party.
6. Export Regulation. Each party shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of TaskGPT or any Client Data outside the US.
7. US Government Rights. Each of the Documentation and the software components that constitute TaskGPT is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such TOU are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to TaskGPT and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
8. Assignment. Client may not assign or transfer any part of this TOU without the written consent of TaskUs.