TaskCapture · Legal

Data Collector Agreement

TaskCapture, Inc.

Effective upon acceptance

PLEASE READ THIS DATA COLLECTOR AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCEPTING. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE TASKCAPTURE PLATFORM, YOU (“COLLECTOR”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE REQUIREMENTS TO OBTAIN CONSENT FROM EVERY PERSON APPEARING IN CONTENT YOU SUBMIT.

This Data Collector Agreement (“Agreement”) is entered into as of the date you click “I Accept” or first access any of Customer's platforms, whichever occurs first (“Effective Date”), by and between TaskCapture, Inc., a Delaware corporation, whose principal office is located at 2261 Market Street #4000, San Francisco, CA 94114 (together with its affiliates, successors, and assigns, and including all current and future websites, domains, and platforms operated by it, including https://taskcapture.ai and any derivative or related domains, collectively referred to as “Customer”), and you, as an individual or entity providing data collection or related services (“Data Collector” or “Collector”).

Last updated: October 18, 2026

Today the TaskCapture platform consists of Customer’s website and its application forms; projects, Statements of Work and payment are arranged directly with Customer. Platform features referred to in this Agreement, such as accounts, messaging, project acceptance and content submission, apply only if and when Customer makes them available.

In consideration of the agreements of the parties set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Collector agree as follows:

1. Services

1.1 Statements of Work

When Collector accepts a project offered through the TaskCapture platform, that project becomes a “Statement of Work” for purposes of this Agreement. The Statement of Work exists from the moment Collector accepts the project through the platform, and it is made up of:

(a) The project details, requirements, and specifications shown on the platform when Collector accepts, including but not limited to:

(b) Once Collector accepts a project through the platform:

(c) Every aspect of carrying out a Statement of Work happens through the platform, including:

Each Statement of Work incorporates by reference all platform terms, policies, and procedures in effect at the time of project acceptance.

1.2 Services and Deliverables

Services may include collecting egocentric (first-person) video in residential and commercial settings, and gaming data, for AI pre-training, and data annotation, as specified in the accepted Statement of Work. Deliverables include recordings and other captured data, metadata and related work product required by that Statement of Work.

Collector shall perform the services specified in each accepted project through the platform (the “Services”) in accordance with the terms and conditions of this Agreement and in a timely, diligent, and professional manner consistent with the highest standards within Collector's industry. If any tasks or responsibilities are reasonably required for proper completion of a project, even if not explicitly described, they shall be deemed included within the scope of Services. Collector shall complete and deliver through the platform all deliverables and materials required by each accepted project (“Deliverables”) in accordance with specified timelines and formats. Time is of the essence in the performance of Services and delivery of Deliverables. Collector agrees to provide their own equipment, tools and other materials necessary to complete the Services, unless otherwise specified in the project details.

1.3 Collector Personnel

Collector represents that they have the education, training, and qualifications necessary to perform the Services. If Collector engages any personnel or assistants (where permitted by the project terms), Collector will ensure all such personnel are properly qualified for their assigned tasks. Customer reserves the right to reject work performed by Collector or any of Collector's personnel and to restrict or prohibit specific personnel from working on future projects, in Customer's sole discretion.

1.4 Compliance

Collector shall perform all Services and provide all Deliverables in compliance with (a) all applicable laws, rules, and regulations; (b) all platform policies, quality standards, and guidelines published by Customer; (c) all project-specific requirements displayed through the platform; and (d) any additional instructions provided through the platform's messaging system.

Collector shall implement and maintain appropriate technical and organizational measures to protect Customer's Confidential Information and data, including but not limited to: (i) maintaining a secure working environment; (ii) using up-to-date antivirus software; (iii) encrypting any local storage of Customer data; (iv) not accessing the platform from public or unsecured networks; and (v) immediately reporting any data breaches or security incidents that may affect Customer's data or platform security.

Collector is responsible for maintaining awareness of current platform policies and guidelines, which Customer may update from time to time. Collector shall be solely responsible for any acts or omissions in the performance of Services, whether by Collector or any permitted assistants.

1.5 Subcontracting and Account Sharing

Collector may not subcontract, delegate, or share account access with any other person without Customer's prior written approval. Each platform account is personal to the Collector who created it. Sharing account credentials, allowing others to perform work under Collector's account, or submitting work performed by others as Collector's own constitutes a material breach of this Agreement, permitting Customer to immediately terminate Collector's platform access without opportunity to cure. If Customer authorizes Collector to engage assistants for any project, Collector remains fully responsible for all work submitted and must ensure all such assistants comply with this Agreement's terms.

2. Fees; Audit; Insurance; Taxes

2.1 Fees

As compensation for Services performed, Customer shall pay Collector the fee(s) displayed and accepted through the TaskCapture platform for each project. Payment processing begins upon Customer's acceptance of completed Deliverables through the platform and occurs according to the platform's payment schedule, not to exceed sixty (60) days from acceptance. The platform keeps a record of every accepted project, the work completed, and payments made. Collector shall be responsible for all expenses incurred in performing Services unless otherwise specified in the project details. Fees are fixed upon project acceptance and not subject to increase. All payments are subject to successful completion and acceptance of work according to project specifications and quality requirements as defined in the platform.

2.2 Records and Audit

The platform keeps records of every project, the work performed, and payments. For a period beginning on the Effective Date through one (1) year after Collector's last completed project, Collector shall, upon reasonable notice, provide Customer with access to any additional business records necessary to verify compliance with this Agreement, particularly compliance with Sections 4 (Confidentiality) and 5 (Intellectual Property). If any audit reveals overpayment, Collector shall promptly refund such amount. If overpayment exceeds five percent (5%) of the correct amount, Collector shall reimburse Customer's audit costs.

2.3 Insurance

During the Term and for one (1) year thereafter, Collector shall maintain appropriate insurance coverage as specified in the platform's collector requirements, which may include professional liability, errors and omissions, or other relevant coverage based on the types of services Collector offers through the platform. Customer may request certificates of insurance as part of Collector's platform qualification process.

2.4 Taxes

Collector acknowledges and agrees that it shall be Collector's obligation to report as income all compensation received by Collector pursuant to this Agreement and to pay any withholding taxes, self-employment taxes, and social security, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to Collector by Customer pursuant to this Agreement, including any Statement of Work. Collector agrees to indemnify, hold harmless and, at Collector's discretion, defend Customer against any and all liability related thereto, including, without limitation, any taxes, penalties and interest Collector may be required to pay as a result of Collector's failure to report such compensation or make such payments.

3. Acceptance of Deliverables

The following acceptance procedures apply to all Deliverables submitted through the platform: Customer shall have thirty (30) days from submission to review and evaluate each Deliverable against project requirements. If Customer does not accept a Deliverable, Customer will provide feedback through the platform specifying required improvements (“Revision Request”). Collector shall have five (5) days following a Revision Request to submit a corrected Deliverable through the platform. If Customer does not accept the corrected Deliverable, Customer may either (a) grant Collector additional time for corrections through the platform, or (b) reject the Deliverable and terminate the project. Repeated quality issues may affect Collector's platform status and project access.

4. Confidential Information

4.1 Confidential Information

Each party (“Recipient”) acknowledges that it may receive Confidential Information (as defined below) of the other party (“Discloser”) in connection with the performance or receipt (as applicable) of Services under this Agreement. For purposes of this Agreement, “Confidential Information” means any and all information and materials of or related to Discloser that are disclosed during the term of this Agreement (whether in writing, or in oral, graphic, electronic or any other form) by or on behalf of Discloser to Recipient under circumstances that would indicate to a reasonable person that such information or materials are confidential or proprietary.

Without limiting the foregoing, Customer's Confidential Information includes: (a) any trade secrets, know-how, ideas, inventions, processes, techniques, algorithms, software (in source code and object code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies and forecasts of Customer and its employees, consultants, investors, licensors, contractors (excluding Collector), customers and clients; and (b) any technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of Customer and its employees, consultants, investors, licensors, contractors (excluding Collector), customers, and clients.

Collector specifically acknowledges that the nature, quality, and characteristics of Customer's data collection and labeling requirements, recording and annotation guidelines, quality metrics, and platform functionality constitute valuable trade secrets of Customer. Collector shall not use any knowledge gained through the platform to: (a) develop similar data collection or annotation guidelines or requirements; (b) advise others on data collection or labeling best practices; or (c) publish or share information about Customer's data collection or annotation methodologies or requirements.

Collector acknowledges that all information accessed through the platform constitutes Confidential Information, including but not limited to: project details, client information, annotation guidelines, training materials, quality standards, other collectors' work, platform features and functionality, and any data or content provided for collection, annotation or processing. Collector's platform login credentials are also Confidential Information and must be kept secure.

4.2 Nondisclosure and Limited Use

Recipient shall: (a) hold the Confidential Information of Discloser in trust and confidence; (b) use the Confidential Information of Discloser only for the benefit of Discloser (and not for the benefit of Recipient or any third party); (c) not use the Confidential Information of Discloser in any manner or for any purpose not expressly set forth in this Agreement; (d) reproduce the Confidential Information of Discloser only to the extent reasonably required to exercise Recipient's rights or fulfill Recipient's obligations hereunder; and (e) not disclose or otherwise make available to any third party, directly or indirectly, any Confidential Information of Discloser without Discloser's prior written approval.

Recipient may disclose the Confidential Information of Discloser only to those Recipient employees that have a need to know such Confidential Information for purposes of exercising Recipient's rights or fulfilling Recipient's obligations hereunder, and that are obligated by a written agreement to comply with confidentiality provisions equivalent in scope to and no less restrictive than those set forth in this Agreement. Recipient shall take at least the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use or disclosure of the Confidential Information of Discloser.

The obligations of this Section 4.2 shall survive any expiration or termination of this Agreement for a period of five (5) years from the date of such expiration or termination.

4.3 Scope

The obligations set forth in Section 4.2 above shall not apply with respect to any Confidential Information of Discloser to the extent such Confidential Information: (a) is or has become generally publicly known other than by any act or omission of Recipient; (b) was rightfully known by Recipient prior to the time of first disclosure to Recipient by Discloser; (c) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Discloser; or (d) is independently developed by Recipient without use of, reliance upon or reference to any Confidential Information of Discloser.

Additionally, (i) nothing in this Section 4 will restrict the use or disclosure by Customer of any Confidential Information of Collector in a manner consistent with the rights and licenses granted hereunder, including disclosures to any licensees or sublicensee(s); and (ii) Recipient may use or disclose Discloser's Confidential Information (x) to the extent approved in writing in advance by Discloser; (y) to the extent Recipient is legally compelled to disclose such Confidential Information, including by a court or by the rules of a nationally-recognized stock exchange, provided that prior to any such compelled disclosure, Recipient shall give Discloser reasonable advance written notice of such anticipated disclosure and shall cooperate with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information; or (z) in confidence, to legal counsel or to accountants, banks, and financing sources and their respective advisors, who are bound by duties of confidentiality comparable to those set forth in this Agreement.

4.4 Equitable Relief

Relief for any actual or threatened breach of this Section 4 is subject to Section 11.1.

5. Intellectual Property

5.1 Work Product

As used in this Agreement, “Work Product” means, collectively, all data collected by Collector under this Agreement (“Collected Data”), discoveries, ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software (in both object code and source code forms), HTML, writings, drawings, designs, processes, techniques, formulas, data and any annotations thereof, specifications, technology, patent applications (and contributions thereto), and other creations (and any improvements or modifications to the foregoing or to any of Customer's Confidential Information), whether or not patentable relating to this Agreement, performance of the Services or development of the Deliverables, or that result from or are related to such Services, that are conceived, created or otherwise developed by or on behalf of Collector under or in connection with this Agreement.

Work Product shall include all Deliverables and other materials delivered to Customer under or in connection with this Agreement. “Work Product” includes all recordings, captured data, metadata, annotations, labels, classifications, analyses, and other output Collector creates under an accepted Statement of Work, along with any associated notes, explanations, or documentation. All Work Product must be submitted exclusively through the platform's designated interfaces and tools.

5.2 Assignment

Collector agrees to disclose all Work Product to Customer promptly and in writing, including in both source code and object code format, as applicable. Collector hereby irrevocably assigns and agrees to assign to Customer all right, title and interest worldwide in and to such Work Product (whether currently existing or conceived, created or otherwise developed later), including all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto (the “Proprietary Rights”), effective immediately upon the inception, conception, creation or development thereof.

The Proprietary Rights include all rights, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, related to the Work Product, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof; and all goodwill associated therewith.

Collector irrevocably waives any moral rights or other rights with respect to attribution of authorship or integrity of such Work Product, which rights Collector may have under any applicable law under any legal theory. Collector hereby waives and quitclaims to Customer any and all claims that Collector now has or may hereafter have for infringement of any Work Product or Proprietary Rights assigned and/or licensed hereunder to Customer.

Collector will not contest, or assist others in contesting the validity of Customer's ownership of any Work Product or Proprietary Rights. Without limiting Section 6.2(b), Collector represents and warrants that it has obtained, from any employees, independent contractors, or other personnel that it has engaged or employed, any assignments, licenses, releases, consents, approvals or rights that enable Collector to perform the assignment in this Section.

Collector acknowledges that all Work Product belongs exclusively to Customer from the moment of creation, and Collector has no right to use, modify, or access such Work Product outside the platform or after project completion. Collector waives any rights to be named as author or creator of the Work Product and agrees that Customer may modify, transform, or adapt the Work Product without Collector's consent or attribution.

5.3 Background Technology and Third Party Technology

Work Product shall not be deemed to include, and the assignment obligations in Section 5.2 shall not apply to, (a) any technology, software, inventions, discoveries, or works of authorship owned by Collector and conceived, created or reduced to practice by or for Collector (alone or with others), otherwise than in connection with the Services and the Deliverables, prior to the earlier of the Effective Date or commencement of Collector's contractor arrangement with Customer (collectively, “Background Technology”); or (b) any software or materials owned or controlled by a third party (“Third Party Technology”).

To the extent any Background Technology and/or Third Party Technology is incorporated into or otherwise included in, or is necessary or desirable for the use or exploitation of, any Deliverable or other Work Product (such Background Technology, “Incorporated Background Technology”), Collector hereby grants to Customer and the Customer Affiliates a perpetual, irrevocable, nonexclusive, fully paid-up, royalty-free, transferable, sublicensable (through multiple tiers), worldwide right and license to access, execute, reproduce, distribute, display and perform (whether publicly or otherwise) such Background Technology and Third Party Technology, and make, have made, sell, offer to sell, import and otherwise use and exploit all or any portion of such Background Technology and Third Party Technology any products or services that use, embody, or incorporate such Background Technology and Third Party Technology.

Except as otherwise expressly provided herein, Collector shall obtain, at its own expense, any third party licenses or other consents necessary for the performance of the Services (including any licenses with respect to Third Party Technology). “Customer Affiliates” means any entity controlling, controlled by, or under common control with Customer.

5.4 AI Training Data and Model Rights

Any recordings, collected data, data annotations, labels, classifications, or other work performed by Collector may be used by Customer and its licensees to train or evaluate artificial intelligence or machine learning models. Collector acknowledges and agrees that: (a) Customer owns all rights in any such models or systems trained using Collector's Work Product; (b) Collector has no rights or interest in any models, systems, or derivative works created using Collector's annotations or other Work Product; (c) Collector shall not attempt to reverse engineer or extract training data or model information from any materials provided through the platform.

6. Representations and Warranties

6.1 Customer Representations and Warranties

Customer represents, warrants and covenants that Customer has full power to enter into this Agreement and to perform its obligations hereunder.

6.2 Collector Representations and Warranties

Collector represents, warrants and covenants that (a) Collector is at least 18 years old and has the full power to enter into this Agreement and to perform its obligations hereunder; (b) Collector has the right to grant the rights, assignments, and licenses contemplated by this Agreement, without the need for any assignments, licenses, releases, consents, approvals or immunities not yet obtained; (c) the Services, Work Product and Incorporated Background Technology shall be free from material errors, bugs and defects and shall substantially conform to any specifications and documentation therefor that have been agreed upon by the parties; (d) unless otherwise set forth in a Statement of Work, the Work Product and Incorporated Background Technology shall be the original work of Collector; (e) the Services, Work Product and Incorporated Background Technology do not contain or incorporate (i) any computer code, programs, procedures, mechanisms or programming devices that are designed to, or would enable Collector or any third party to, disrupt, modify, delete, damage, deactivate, disable, harm or otherwise impede the operation of the Work Product and Incorporated Background Technology, any Customer or end user system, or any other associated software, firmware, hardware, computer system or network, including any code typically designated to be a virus, Trojan horse, or worm; (ii) except as expressly approved in advance and in writing by Customer, any computer code, programs, procedures, mechanisms or programming devices typically designated as “open source software” and/or distributed under any license approved by the Open Source Initiative as set forth in www.opensource.org or similar licensing or distribution terms; or (iii) any personal data or personally identifiable information, except personal data that the applicable Statement of Work, project brief, or written instructions from Customer expressly direct Collector to collect, and then only where Collector has obtained and continues to maintain every consent, permission, notice, waiver, and release required for Customer and its sublicensees to collect, use, and exploit that personal data for the purposes contemplated by this Agreement (including from every individual other than Collector whose personal data, likeness, voice, or identifying characteristics appear in it), and a minor may appear in such content only where Collector has obtained a release signed by the minor’s parent or guardian, failing which Customer will reject and delete the content; and (f) the Services, Work Product, Background Technology and Third Party Technology (and the exercise of the rights granted herein with respect thereto) do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party, and are not and shall not be defamatory or obscene and shall be in compliance with any applicable laws.

6.3 Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, AND WITHOUT LIMITATION, CUSTOMER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY OF CUSTOMER'S CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR MATERIALS SUPPLIED BY CUSTOMER TO COLLECTOR HEREUNDER, INCLUDING WITH RESPECT TO ANY SPECIFICATIONS FOR WORK PRODUCT TO BE PROVIDED HEREUNDER.

7. Indemnification

7.1 Collector Indemnity

Collector will defend at its expense, indemnify and hold harmless Customer and its affiliates, and their respective directors, officers, employees, agents, contractors and representatives from any loss, liability, damage, award, settlement, judgment, fee, cost or expense (including reasonable attorneys' fees and costs of suit) arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit against any of them that arises out of or relates to (a) any breach by Collector of this Agreement (including any Statement of Work) or Collector's warranties, representations, covenants and undertakings hereunder; (b) Collector's or any Collector subcontractor's provision of the Services or Deliverables; (c) the gross negligence, fraud, or willful misconduct of Collector or Collector's subcontractors; (d) any deleterious effects (including deleterious effects on the performance of users' hardware, software and/or devices) caused by any Work Product, Incorporated Background Technology or other Deliverable; (e) any unauthorized access to Work Product; or (f) Collector's collection or use of Collected Data in violation of this Agreement or written instructions provided by Customer; or (g) any claim that the collection, recording, upload, use, or disclosure of any personal data, likeness, voice, image, or identifying characteristics contained in the Services, Work Product, or Collector-Submitted Content was made without the consent, permission, notice, waiver, or release required by applicable law, including without limitation claims under data protection, privacy, biometric privacy, right-of-publicity, and recording or wiretap consent laws, and whether brought by an individual appearing in that content, a regulator, or any other third party. For the avoidance of doubt, Collector's obligations under this Section 7.1 are not subject to the limitations set out in Section 9, which limit only Customer's liability to Collector.

7.2 Notice; Cooperation; Settlement

The indemnified party will promptly notify the indemnifying party in writing of any indemnifiable claim and promptly tender its defense to the indemnifying party. Any delay in such notice will not relieve the indemnifying party from its obligations to the extent it is not prejudiced thereby. The indemnified party will cooperate with the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle any indemnified claim without the indemnified party's consent. The indemnified party may participate in its defense with counsel of its own choice at its own expense.

7.3 Set-Off and Withholding

Customer may set off against, withhold from, or recoup out of any fees or other amounts otherwise payable to Collector (whether under this Agreement, any Statement of Work, or any other arrangement between the parties) any amount that Customer reasonably determines is or may become due from Collector under Section 7.1, including amounts in respect of a claim that has been asserted but not yet resolved. Customer will notify Collector of any such set-off or withholding and will release any amount withheld in respect of a claim that is subsequently withdrawn, dismissed, or resolved without liability to Customer. This remedy is in addition to, and not in substitution for, any other remedy available to Customer at law or in equity.

8. Term and Termination

8.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 8. Collector can accept new projects only while in good standing under platform requirements.

8.2 Platform Access Termination

Customer may suspend or terminate Collector's platform access and this Agreement:

8.3 Project Termination

Customer may terminate individual projects:

8.4 Termination for Cause

If Collector materially breaches this Agreement or a Statement of Work, Customer, at its option, shall have the right to terminate this Agreement and/or the applicable Statement(s) of Work by written notice to the defaulting party, unless Collector remedies the default within thirty (30) days after receipt of written notice of such default. Customer may also terminate this Agreement immediately (a) for Collector's breach of Section 4 hereof, (b) in accordance with Section 3 above, (c) and in the event of an incurable breach of this Agreement or a Statement of Work.

8.5 Effect of Termination

The termination of this Agreement shall automatically result in the termination of all Statements of Work under this Agreement. Following the effective date of any expiration or termination of any Services under this Agreement, Collector shall, as requested and directed by Customer and at Collector's expense, assist Customer and its designees in smoothly transitioning Customer and the affected Services and Deliverables to Customer or one or more third parties, products and/or services designated by Customer. Additionally, upon any termination or expiration hereof or at any time upon Customer's request, Collector shall promptly return to Customer all of Customer's Confidential Information and all Work Product (in both object code and source code forms, as applicable, and whether complete or incomplete). Collector will make Collected Data available to Customer via export, download, or some other mutually acceptable means.

Sections 2.2, 2.3, 2.4, 4, 5, 6, 7, 9, 10, 11, 12, and 13 of this Agreement, and this Section 8.5, shall survive any expiration or termination of this Agreement. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

Notwithstanding anything herein to the contrary, to the extent that Customer terminates this Agreement for Collector's material breach or based on Customer's rejection of the Deliverables, Customer shall have no further obligations to Collector hereunder (including without limitation any payment obligations).

9. Limitation of Liability

IN NO EVENT WILL CUSTOMER BE LIABLE TO COLLECTOR FOR LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CUSTOMER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COLLECTOR FOR THE SPECIFIC PROJECT GIVING RISE TO THE LIABILITY.

10. Electronic Acceptance and Platform Terms

10.1 Electronic Agreement and Authorization

By clicking “I Accept” or accessing or using the TaskCapture platform, Collector:

10.2 Legal Effect and Record Keeping

Collector acknowledges that:

10.3 Agreement Modifications

Updates and Modifications:

11. General Provisions

11.1 Governing Law; Venue

This Agreement will be construed in accordance with the laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration on an individual basis on the same terms as Terms of Service Sections 16 and 17: Collector shall first contact Customer at contact@taskcapture.ai and attempt to resolve the dispute informally for at least thirty (30) days; the arbitration shall be administered in accordance with the rules of the American Arbitration Association and conducted in Delaware; judgment on the arbitration award may be entered in any court having jurisdiction thereof; and no claim may be brought or heard as a class, collective, consolidated, or representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

11.2 Independent Contractor

Nothing herein will be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party is at all times acting and performing as an independent contractor with respect to the other party.

11.3 Severability

If any term of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and this Agreement will be interpreted and construed as if such term, to the extent the same will have been held to be invalid or unenforceable, had never been contained herein.

11.4 Assignment

Collector may not assign, confer any right in, assume in bankruptcy, pledge, mortgage or otherwise encumber this Agreement, in whole or in part, without the prior written consent of Customer in its sole discretion. For the avoidance of doubt, a merger, change of control, reorganization (in bankruptcy or otherwise) or stock sale of Collector shall be deemed an “assignment” requiring such consent, regardless of whether Collector is the surviving entity. Customer may assign or transfer, without notice to or consent from Collector, this Agreement and/or Customer's rights and/or obligations under this Agreement to any Customer Affiliate or third party. Collector acknowledges that this Agreement is a contract for personal services and that its identity is a material condition that induced Customer to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect.

11.5 Notices

All project-related communications shall occur through the platform. Legal notices required hereunder shall be given through both: (a) the platform's messaging system, and (b) email to the address Collector has registered on the platform. Collector must maintain current contact information in their platform profile. Notices are deemed given when sent through both required methods. Customer's legal notices shall be sent to:

TaskCapture, Inc.

2261 Market Street #4000, San Francisco, CA 94114

contact@taskcapture.ai

11.6 Waiver; Cumulative Remedies

The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or to avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. Except as otherwise expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.

11.7 Construction

This Agreement has been negotiated by the parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party. The captions and the section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. Unless the context requires otherwise, as used herein the term “including” means “including, without limitation,” and the term “include(s)” means “include(s), without limitation.”

11.8 Counterparts

This Agreement may be executed (including by facsimile signature) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.

11.9 Nature of Rights

All rights and licenses granted under or pursuant to this Agreement by Collector to Customer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses to rights to “intellectual property” as defined under the Bankruptcy Code. Collector acknowledges that if it, as a debtor-in-possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, Customer may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. The parties further agree that, in the event of the commencement of any bankruptcy proceeding by or against Collector under the Bankruptcy Code, Customer shall be entitled to retain all of its rights under this Agreement. Collector agrees and acknowledges that enforcement by Customer of any rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Collector or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Collector or the bankruptcy trustee pursuant to Section 365(n) of the Bankruptcy Code, Collector or such bankruptcy trustee (a) shall provide Customer with the Work Product and any other materials that are the subject of the rights and licenses described in this section, and any intellectual property otherwise required to be provided to Customer under this Agreement that is held by Collector or such bankruptcy trustee; and (b) shall not interfere with the rights of Customer provided in this Agreement to the materials that are the subject of the rights and licenses described in this section, including any right to obtain such materials.

11.10 Order of Precedence

In the event of an otherwise irreconcilable conflict between the terms and conditions set forth in the main body of this Agreement and the terms and conditions set forth in any Statement of Work, the terms and conditions set forth in the main body of this Agreement shall control, except to the extent a particular Statement of Work expressly provides that it is intended to modify the terms of the main body of this Agreement for purposes of such Statement of Work and specifically indicates the section(s) that are to be modified, in which event, such Statement of Work will control.

11.11 Publicity

Collector shall not use the name or marks of, refer to, or identify Customer (or any related entity) or the subject matter of this Agreement in any publicity releases, interviews, promotional or marketing materials, public announcements, customer listings, testimonials or advertising, without Customer's prior written approval.

11.12 No Exclusivity

This Agreement in no way establishes any exclusive arrangement between Customer and Collector. Collector acknowledges and agrees that Customer will be under no obligation to use or otherwise exploit any Services or Deliverables and will be free to enter into agreements and other arrangements with any third parties, at any time, regarding any products or services.

11.13 Entire Agreement; Amendment

This Agreement (including all platform policies, guidelines, and requirements incorporated by reference, and all Statements of Work created through project acceptance) constitutes the complete agreement between the parties and supersedes all prior agreements regarding its subject matter. Customer may modify this Agreement or platform policies by posting updates to the platform with notice to Collector. Collector's continued use of the platform after such changes constitutes acceptance of the modifications.

11.14 Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Collector shall not, directly or indirectly: (a) solicit or attempt to solicit any customer or client of Customer for whom Collector performed Services; or (b) encourage any other Collector to reduce or cease their work with Customer. For the avoidance of doubt, nothing in this Section restricts Collector from performing data collection, annotation, labeling, or data processing services for any other party, provided that Collector complies with all confidentiality and non-use obligations under Section 4 of this Agreement.

12. Platform Obligations and Requirements

12.1 Account Security

Collector shall:

12.2 Platform Usage

Collector shall:

12.3 Quality Standards

Collector shall:

Collector acknowledges that Customer may evaluate work quality using automated quality control systems, statistical analysis, and spot checks. Collector agrees that:

12.4 Platform Integrity

Collector shall not:

12.5 Platform Monitoring and Audit

Customer may monitor and review Collector's work, including:

Collector consents to such monitoring and acknowledges it is essential for platform security and quality control. Customer may terminate Collector's access based on suspicious patterns or anomalies detected through such monitoring.

13. Data Rights, Personal Information, and End-Client Protection

13.1 License to Collector-Submitted Content

In addition to the assignment of Work Product under Section 5, Collector hereby grants to Customer a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable license to use, reproduce, modify, adapt, create derivative works from, and distribute all footage, recordings, data, and related materials that Collector submits, uploads, transmits, or otherwise makes available in connection with this Agreement (“Collector-Submitted Content”), solely to develop, train, evaluate, and improve artificial intelligence and machine learning models and to license Collector-Submitted Content to data buyers for those purposes. This license survives any expiration or termination of this Agreement.

Customer may sublicense Collector-Submitted Content only to data buyers, and only for the purposes in this Section 13.1, without notice or additional compensation to Collector. Customer's contracts with data buyers bar them from identifying any person who appears in Collector-Submitted Content, and Collector's contact and payment information is never included in datasets. Collector waives any right to inspect or approve the use of Collector-Submitted Content by Customer or any sublicensee. This license supplements the assignment of Work Product under Section 5. Notwithstanding Section 5 or any other provision of this Agreement, Customer’s use and licensing of Collector-Submitted Content are subject to the purposes and restrictions in this Section 13.1 and the retention, opt-out and deletion rules in Section 13.3.

13.2 Personal Information Consent and Processing

By accepting this Agreement and using the platform, Collector consents to the collection, use, storage, processing, transfer, and disclosure of Collector's personal information by Customer for the purposes listed below. “Personal Information” means:

Customer uses Collector's Personal Information to: (a) recruit and manage collectors and suppliers; (b) review footage quality; (c) pay Collector; (d) build AI datasets from residential, commercial, and gaming footage and license them to data buyers; (e) communicate with Collector; (f) keep its website and services secure and prevent fraud; and (g) comply with legal, tax, and regulatory obligations. Customer relies on the performance of this Agreement for Collector's work, on consent for releases and for sensitive data in footage, on legitimate interests for website security and fraud prevention, and on legal obligation for tax and payment records.

Customer shares Collector's Personal Information only with its service providers (including its payout provider), legal advisors, and regulatory authorities as needed for these purposes. Data buyers receive footage and recording metadata but never Collector's contact or payment information. Customer stores and processes Personal Information in the United States and, where required by applicable law, uses Standard Contractual Clauses, or the UK and Brazilian equivalents, for international transfers.

Notwithstanding the foregoing, nothing in this Section 13 is intended to limit or waive any rights that Collector may have under applicable data protection laws that cannot be waived by contract, including without limitation rights under the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), or similar legislation. To the extent required by applicable law, Customer will: (a) process Collector's Personal Information in accordance with a lawful basis recognized under applicable law; (b) respond to verifiable data subject requests regarding access, correction, or deletion of Personal Information in accordance with applicable law; and (c) notify Collector of any breach of security affecting Collector's Personal Information to the extent required by applicable law. Requests may be submitted to contact@taskcapture.ai. Customer's privacy policy, available at taskcapture.ai/privacy, provides additional information about data processing practices.

13.3 Data Retention

Customer keeps Collector's contact information while Collector works with Customer and for two (2) years after, payment records for seven (7) years, website logs for twenty-four (24) months, and Collector-Submitted Content for as long as it can be licensed. Collector may email contact@taskcapture.ai to opt out of future datasets or ask for deletion, and Customer will act on the request within thirty (30) days. Collector-Submitted Content that Customer has not paid for will then be deleted and excluded from future datasets. Collector-Submitted Content that Customer has paid for remains licensed to Customer under Section 13.1 and may continue to be included in future datasets, and copies already delivered to data buyers stay with them. Customer may retain anonymized or aggregated data derived from Collector's information indefinitely.

13.4 End-Client Data Protection

Collector acknowledges that materials provided through the platform may originate from or relate to Customer's clients, partners, and licensees (“End Clients”). Collector agrees that:

Collector acknowledges that Customer's End Clients are intended third-party beneficiaries of this Section 13.4 and may enforce its terms directly against Collector.

13.5 Waiver of Claims

To the maximum extent permitted by applicable law, Collector waives any claims, rights, or causes of action against Customer, its affiliates, clients, or sublicensees arising from or related to Customer's use, sublicensing, or disclosure of Collector-Submitted Content in accordance with this Agreement. This waiver does not apply to claims arising from Customer's processing of Collector's Personal Information in violation of applicable data protection laws. Collector acknowledges that the compensation received under this Agreement constitutes full and complete consideration for all rights, licenses, consents, and waivers granted herein.

13.6 Third-Party Rights and Consents

Collector must obtain and maintain all rights, permissions, notices, waivers, and consents from every individual whose likeness, voice, image, or identifying characteristics appear in any content Collector submits, uploads, transmits, or otherwise makes available through the platform — including individuals other than Collector. In particular, Collector must: (a) obtain a signed release from every identifiable person Collector records; (b) obtain written permission from the owner or manager of any commercial site before recording there; (c) never record people who have not agreed; and (d) record a minor only with a release signed by the minor's parent or guardian. Customer may reject footage that lacks the required releases or permissions, and will reject and delete footage that shows a minor without a parent or guardian release. The same rules apply to footage delivered by data suppliers. People who appear in footage may contact contact@taskcapture.ai about their data. Collector's related representations, warranties and indemnification obligations are set out in Sections 6.2 and 7.1.

For the avoidance of doubt, the license granted in Section 13.1 is a license in the content itself and does not substitute for the required likeness and personality rights, permissions and consents.

By clicking “I Accept” or using the TaskCapture platform, you acknowledge that you have read, understand, and agree to be bound by all terms and conditions of this Agreement.