1. ACCEPTANCE OF TERMS 

1.1 This Master Service Agreement describes how DAPI, Inc. ("Tasker," "Tasker AI," "DAPI," "we," "us," or "our") A provides the Tasker AI platform to our business clients and directly to end-users, including various AI-powered services (collectively, the "Services").

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All use of the Site, app and Tasker Services is subject to the terms and conditions contained in this Master Service Agreement (the "Agreement") and our Privacy Policy. Please read this Agreement and our Privacy Policy carefully. By using AI agents, building in the studio, utilizing Playground for search or agent development, using our browser, API platforms, or otherwise using the Site or Services, you ("User") acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy.

If you are an end-user accessing our services through a business client, please review the terms of service of that business with you.

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1.2 We may change or update this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the "Terms of Service" link on the Site. The revised terms and conditions will become effective upon posting. Your continued use of the Site or Services after such date shall constitute your acceptance of such revised terms and conditions.

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2. SERVICES AND LICENSE

2.1 Subject to User's compliance with all terms and conditions of this Agreement, Tasker hereby grants User a limited, non-exclusive, non-transferable, revocable license, without any right to sublicense, to access and use the Services and any related documentation provided by Tasker, solely for User's internal use.

2.2 Restrictions: User shall not directly or indirectly:

(a) Use the Services to create any product, service, or data that is similar to the Services

(b) Disassemble, decompile, reverse engineer, or attempt to discover any source code or underlying ideas of the Services

(c) Sublicense, transfer, rent, lease, or use the Services for the benefit of any third party

(d) Copy, distribute, adapt, create derivative works of, or modify any part of the Services

(e) Use the Services in violation of any applicable laws or regulations

(f) Disclose any performance or benchmarking information about the Services to any third party

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3. User Responsibilities and Content‍

3.1 User Content: Users may provide content through the Services ("User Content") and grant Tasker a non-exclusive, perpetual, irrevocable, worldwide license to use, modify, distribute, and reproduce it for providing and improving the Services. Users are responsible for the accuracy, quality, and legality of their content and the means by which they acquired such content.‍

3.2 User Responsibilities: Users must comply with all applicable laws, including US laws, as Tasker operates under US jurisdiction. Users must also ensure their use of the Services aligns with the laws of their own jurisdiction. Prohibited conduct includes any unlawful or objectionable behavior.‍

3.3 Account Security: Users are responsible for maintaining account confidentiality and must notify Tasker of any security breaches. Users are liable for all activities under their account. Tasker reserves the right to monitor accounts for security and may require password changes or suspend accounts if necessary.

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4. CONFIDENTIALITY

4.1 User acknowledges that in the course of using the Services, they may obtain confidential information relating to the Services and Tasker ("Confidential Information"). User agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party without Tasker's prior written consent.

4.2 User agrees to use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care.

4.3 In the course of using Tasker products and AI agents, end-users may obtain confidential information. You acknowledge that Tasker AI team and its affiliates may be able to view such information for debugging purposes and improving our system.

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5. FEEDBACK AND IMPROVEMENTS

5.1 Voluntary Feedback: End-users or businesses may voluntarily provide suggestions, comments, or other feedback ("Feedback") to Tasker regarding the Services. All Feedback shall be solely owned by Tasker, including all intellectual property rights.

5.2 Use of Feedback: Tasker may use, modify, and incorporate the Feedback into its services for any purpose, including but not limited to product development, improvement of services, and marketing, without restriction, attribution, or compensation to you. Providing Feedback does not create any obligation for Tasker to implement your suggestions.

5.3 Non-Confidentiality: Any Feedback you provide to Tasker will not be considered confidential. You should not include any confidential or proprietary information in your Feedback.

5.4 Aggregated Data: Tasker may use aggregated and anonymized data based on Users' use of the Services to improve its offerings. Any materials produced using such aggregate data are the sole property of Tasker.

5.5 Representation: By providing Feedback, you represent and warrant that you have all necessary rights to submit the Feedback and to grant Tasker the rights outlined in this section.

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6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1 Tasker retains all right, title, and interest, including all intellectual property rights, in and to the Services, and any technology, software, or materials used to provide the Services.

6.2 This Agreement does not transfer any ownership rights to User. The Tasker name, logo, and product names are trademarks of Tasker, and no right or license is granted to use them without Tasker's prior written consent.

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7. Modifications to Services

Tasker reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Users agree that Tasker shall not be liable to them or to any third party for any modification, suspension, or discontinuance of the Services. Tasker will make reasonable efforts to notify users of significant changes to the Services.

8. Disclaimer of Warranties

The services, including any AI agents provided, are offered "as is" without warranty of any kind. Tasker disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Please note that the AI agents are experimental and may exhibit non-deterministic behavior or outcomes.

9. Limitation of Liability

In no event shall Tasker be liable for any indirect, incidental, special, exemplary, or consequential damages, or any loss of profits, whether incurred directly or indirectly, arising out of the use of or inability to use the services.

10. Indemnity

10.1 You agree to indemnify, defend, and hold harmless Tasker, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, liabilities, expenses, damages, and costs, including, without limitation, attorneys' fees, arising from or relating in any way to:

10.1.1 Your use of the Services.

10.1.2 Any violation of this Agreement by you.

10.1.3 Any breach of your representations and warranties set forth in this Agreement.

10.1.4 Any claim that your use of the Services violates any applicable law or regulation, or infringes any third-party rights.

11. Force Majeure

Tasker shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, labor disputes, governmental actions, interruptions in telecommunications or internet services, or power outages. In the event of a force majeure occurrence, Tasker will make reasonable efforts to notify users and resume services as soon as practicable.

12. Governing Law and Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal actions, suits, or proceedings arising out of or relating to this Agreement shall be brought exclusively in the state and federal courts located in San Francisco, California.

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13. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

131. Informal Resolution: The parties shall attempt in good faith to resolve any dispute informally through negotiations between executives with authority to settle the dispute.

13.2. Mediation: If the dispute cannot be resolved through negotiation within 30 days, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted in San Francisco, California, by a mediator mutually agreed upon by the parties.

13.3. Arbitration: If the dispute is not resolved through mediation within 60 days of the initiation of such procedure, or if either party will not participate in mediation, the dispute shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in San Francisco, California, before a single arbitrator.

13.4. Governing Law: This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

13.5. Jurisdiction: Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Francisco, California for any legal action or proceeding arising out of or relating to this Agreement that is not subject to the arbitration provisions above.‍

13.6. Class Action Waiver: The parties waive any right to pursue disputes on a classwide basis; all disputes will be resolved on an individual basis.

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14. Payment terms & subscriptions 

14.1 Fees and Payment: Users agree to pay all applicable fees for the Services as set forth in the plan on the Tasker’s website or as otherwise agreed in writing. All fees are non-refundable, except as required by law.

14.2 Billing: Fees will be billed in advance on a recurring basis, depending on the chosen subscription plan or your written agreement with us. Users authorize Tasker to charge the payment method provided for all fees incurred.

14.3 Refunds: While fees are generally non-refundable, Tasker may, at its sole discretion, provide full or partial refunds in cases of service interruption, material defects, or as required by law. Refund requests must be submitted in writing within 30 days of the charge date. Tasker reserves the right to deny refunds for misuse of the Services or violations of these Terms.

14.4 Subscription Renewal: All subscriptions automatically renew for the same term unless canceled by the user before the renewal date or as specified by the order form.

14.5 Price Changes: Tasker reserves the right to change its fees. We will provide notice of any fee changes at least 30 days before they take effect.

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15. Miscellaneous

15.1 Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

15.2 Entire Agreement: This Agreement constitutes the entire agreement between Tasker and User with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties.

15.3 Mobile Applications: If you access our Services through a mobile application, additional terms may apply, such as those from the Google Play Store or Apple App Store.

15.4 Acknowledgement: By using Tasker AI's Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

15.5 Termination: Tasker AI may terminate or suspend service immediately for any with or without cause.
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16. Copyright and Intellectual Property

16.1 Users are responsible for respecting intellectual property rights when using our Services. For copyright concerns, contact support@tasker.ai with details of the alleged infringement. We'll respond appropriately, considering fair use in AI training and our obligations under copyright law.

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