Client Subscription Agreement

This Client Subscription Agreement (“CSA”) governs any previously executed active Order Form and any future Order Form executed by the customer identified in the applicable Order Form (“Customer”) and The Reiter  Group, LLC (“CloudTask”), a Florida Limited Liability Company, with offices at 1940 NE 194 DR, MIAMI, FL  33179, USA. This CSA, the applicable Order Form, and any other incorporated terms comprise the complete understanding between the parties on the subject matter (“Agreement”) and supersedes any previously executed  CSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below). 

  1. CLOUDTASK SERVICES 
    1. Scope of Services. The Services to be provided under this Agreement may differ depending on the Subscription selected. If the Customer subscribes to any of the service(s) described in Section  1 (ii), (iii), and (iii) below, the terms corresponding to those service(s) apply accordingly.  
    2. CloudTask B2B Sales Program
      1. Package Options. CloudTask B2B Sales Program (“Reach Services Packages”) shall fall into the following example categories: (i) Tier 1 (Launch) ; (ii) Tier 2 (Grow) and (iii) Tier 3 (Scale).  All packages include (i) Sales Development Representative (“SDR”) Playbook (Targeting,  Phone, Email and Social Messaging with Cross Channel Cadences), (ii) Management Team  (Sales Manager, Business Analyst and Content Writer); (iii) Sales Tech Stack; (iv) Data (Data  Sourcing, Data Enrichment, CRM, Sales activity Automation); and (v) Reporting (Enriched  Prospect Profiles, KPI Tracking, Weekly Reports with coaching and recordings).  
      2. Reach Package Scope. The scope of services to be provided under the Reach packages include (i) Building and implementing a sales development process (“Sales Process”); (ii)  Training, developing, and coaching Sales Development Representatives (“SDRs”); (iii)  Researching, identifying and targeting good-fit prospects through a cross channel personalized approach and setting appointments with customers sales team; (iv) Providing monthly reporting to Customer with recommendations for improvement based on sales development best practices. 
      3. The Customer understands that CloudTask will reach out to its prospect list with high-volume  phone calls, LinkedIn messages, and emails, and CloudTask shall aim to deliver Sales  Qualified Meetings, as defined as a meeting with a prospect who: (i), Meets the customer’s  Ideal Company Profile; (ii) Meets the customer’s Ideal Buyer Persona (ii) Has confirmed a need  and interest in the customer offering; (iv) Meets the customer’s sales qualification criteria; (v)  Agreed to attend a meeting with the Customer’s sales team; and (v) Has been correctly handed  over to the Customer’s sales team 
      4. Account Executive Commissions. The parties will determine a fair commission structure detailed in the Order form or the terms of the Partnership Program applicable to the product being promoted in the Services described in this Agreement. 
      5. “Powered By”: Customer acknowledges and agrees that CloudTask may, in its sole discretion, engage with its partners to provide or fulfill Services. 
    3. CloudTask B2B Lead Generation Program 
      1. Lead Information. CloudTask agrees to provide you with sales leads data that conforms to a  lead qualification criterion as specified by you and CloudTask will make every effort to ensure the leads meet the qualifications as defined by the Customer. CloudTask´s referral of a  potential customer whose contact information was obtained from CloudTask's program, process, or system designed to generate referrals for purchase, must have: (i) expressed interest in product/service and has either asked for a call, pricing terms, expressed its needs,  or has asked a product/service-related question in response to Customer’s Services; and (ii)  Company/Prospect must have taken action on our website, which includes entering an email to access gated website content or a prospect who has an agreed to a sales meeting. A Lead may consist of First/Last Name, Company Name, Phone, Email address(es), City, State, and any applicable used comments or data point. Leads will be generated via email, telemarketing, and the internet, as well as other mediums, as applicable and will be delivered in a spreadsheet via email or uploaded to Customer CRM. 
      2. Lead Purchase; Cost Per Acquisition (CPA) and Cost Per Lead (CPL): Customer will be charged at the time of the purchase, and fees may vary from purchase to purchase for the for  Leads as follows: (i) Cost of Generating Exclusive, (ii) Non-Exclusive Lead or (iii) Cost of  Generating a Customer, equal to a mutually agreed upon standard rate plus a percentage of the gross monthly recurring revenue on the lifetime duration of the customer to the client. 
      3. No Guarantee. CloudTask will use its best efforts and does not promise results nor can we reasonably predict, foresee or guarantee whether a referred lead will convert to a customer.  The parties hereto acknowledge that: (i) A Lead does not guarantee the buy-in of the prospect retain; and (ii) all Leads received will be considered legitimate and will be charged as such. 
      4. Lead Validation and Replacement Credit. Customers may request Replacement Leads if a  lead is determined to be “invalid leads” and not consistent with the Customer´s specified criterion. CloudTask will replace such leads within Twenty Four (24) hours of a submitted request for Lead Replacement. The parties agree that Lead Replacement requests must: (i)  be within ten (10) days and should be requested via email to legaladmin@cloudtask.com; and  (ii) the Customer’s account must be in good financial standing to apply for Lead replacement/credit. Every Lead replacement/credit request must include: (i) Customer’s Name;  (ii) First/Last name of the person submitting the request on behalf of Customer; (iii) Email address where Leads are sent; (iv) Lead number ID; (v) Reason Lead is being returned and  (vi) Grounds upon which Customer believes the lead did not meet the qualification criteria.  Customer understands that Lead replacement/credit may be issued for the following reasons: (i) Lead replacement/credit may be issued for the following reasons: (i) the Lead has been  contacted by more CloudTask referrals than agreed upon within thirty (30) days; (ii)  Invalid/disconnected phone number that cannot be replaced with valid phone number within  twenty-four (24) hours; (iii) Duplicate Lead that CloudTask previously transmitted to Customer  within the last thirty (30) days; (iv) Lead is a competing company of Customer, fictitious person,  clearly bogus/offensive information, and/or minor; (v) Lead claims that it inquired more than  three (3) business days before Customer’s receipt of Lead; (vi) Lead denies having inquired  about product/service (and that denial is verified by CloudTask); (vii) Lead claims it made an  inquiry in error (and that claim is verified by CloudTask), (xi) Lead information is incomplete in  one or more fields, for which information is not furnished within twenty-four (24) hours, (xii)  Lead is requesting an entirely different product/service than what was agreed upon by the  Parties, and/or (x) Lead is outside service territory agreed upon by the Parties. Customer understands that Leads will not be replaced/credited for the following reasons: (i) Lead falsified information delivered to CloudTask (ii) Lead reveals via call or email that it does not have sufficient funds/budget for the product/service, (iii) Lead reveals it is already in a contract with another seller/servicer and does not intend to break the contract; (iv) Lead chooses to purchase from/contract with another seller/servicer, (v) Lead was engaged with another seller/servicer before Lead was transmitted to Customer, and/or (vi) For any Lead replacement/credit request, CloudTask reserves the right to follow-up with any Lead on a  recorded or non-recorded line and verify the accuracy of Lead return reason. CloudTask reserves the right to approve or deny Lead return reason based on the conditions provided herein. 
      5. Compliance: It is the Customer's sole responsibility to familiarize yourself with all applicable laws and regulations including (applicable to the receipt, use, storage, and safeguarding of data that identifies consumers that we provide Customer, and to comply with them. Customer agrees to maintain commercially reasonable physical, electronic and procedural controls and safeguards to protect any such consumer information received pursuant to these terms from unauthorized use or disclosure, including the maintenance of appropriate safeguards to restrict access to the consumer data solely to carry out the purposes for which the information was disclosed. 
      6. Consent To Call: CloudTask made a reasonable effort, based on currently understood legal requirements, to obtain the consumer’s online prior express written consent to be contacted by an automatic telephone dialing systems on their mobile phones pursuant to the TCPA, and have provided to Customer a copy of the consent language and mechanism we use. Customer should determine whether the consents we have obtained are legally sufficient and comply with your internal marketing policies. CloudTask makes no representations or warranties regarding such consent, including but not limited to that such consent complies with the TCPA  requirements or other applicable law, or that the leads can all be called. 
    4. CloudTask A-La-Carte Services
      1. Customer may purchase additional Services by placing an Order with us. Services Add-ons carry charges that are in addition to your original Subscription. If you purchase Add-on Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription. 
      2. Available A-La-Carte services are as follows: (i) Consulting Services (expert guidance on how to implement the processes and platforms used to build prospect lists, start conversations,  and book meetings to scale your business; (ii) Database Enrichment (Record-by-record validation to remove bad data and replace with accurate data; (iii) List Building (Dedicated research team to source and validate addressable market contact data); (iv) Email Prospecting  (Automated cold email campaigns to start conversations with prospects that lead to sales meetings and, ultimately, new sales; (v) LinkedIn Prospecting (Automated LinkedIn outreach campaigns to start conversations with prospects that lead to sales meetings and, ultimately,  new sales). 
    5. Customer Responsibilities. Customers will collaborate with CloudTask to ensure that all performance criteria are agreed upon and regularly updated in order to maximize results. All records concerning Customer's data to which CloudTask has access while assigned to Customer shall be owned by Customer to the extent permitted by law. Customers shall have appropriate written internal control procedures for ensuring the confidentiality of all Customers’ data and appropriately limit CloudTask access to such data. 
    6. Third-Party Services. Customer acknowledges and agrees that CloudTask may, in its sole discretion, engage one or more third-party contractors to provide or fulfill Services and CloudTask has no obligation to disclose to the Customer which contractors it engages.
  2. FEES AND PAYMENT 
    1. Fees. The customer will pay the fees for the Services in accordance with the payment terms stated in the Order Form. Customer’s purchases are non-cancellable and payment for Services is non-refundable, except as otherwise stated in this CSA. The Subscription Fee for the services will remain fixed during the Subscription Term unless you: (i) request to exceed your maximum Reach; (ii) upgrade services or base packages (iii) subscribe to additional services A-La-Carte  (iv) unless otherwise agreed to in the Order.  
    2. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your purchase at the end of your then-current term by giving appropriate notice. 
    3. Payment. You authorize us to charge your credit card or bank account for all fees payable during the purchase Term. You further authorize us to use a third party to process payments and consent to the disclosure of your payment information to such third parties. CloudTask will attempt to auto-bill you once. If the card fails then the billing platform may retry up to three (3) more times.  You will receive a notification right away letting you know of the failed payment. If you receive this notification, please email us. The Customer fully understands the billing structure and has agreed to CloudTask's Billing terms. The Customer agrees to be auto-billed on a recurring method every  Friday at 4 pm CST. If for some reason your payment method declined CloudTask´s auto-billing system in a subsequent month after the Service Purchase commences, you will have seven (7)  days to rectify this issue. If such payment is undisputed and not paid in full within seven (7) days of receipt, Services will be suspended and the Customer account will accrue interest at 1.6% per month on the unpaid amount then past due or, if less, the maximum amount permitted by law.  
    4. Failure to Pay. Customer’s failure to pay all fees, including interest, within sixty (60) days of the invoice date, shall entitle CloudTask to place Customer in collections, suspend all Services,  and/or terminate this Agreement with immediate effect upon notice to Customer. Customer agrees to pay all interest charges, attorneys’ fees, and other costs of collection incurred by  CloudTask in collecting the unpaid amount. 
    5. Payment Information. You will inform CloudTask of any changes to your billing details so we may keep your contact, billing information, and credit card information (where applicable) up to date. The payment method is specified in the Order Form hereto attached.
  3. TERM AND TERMINATION 
    1. Term and Renewal. Your initial purchase period will be specified in your Order Form, and, unless otherwise specified in your Order Form, your purchase will automatically renew for the shorter of the purchase period or one year. 
    2. Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your purchase, you or we must give written notice of non-renewal.  
    3. Early Cancellation. You may choose to cancel your purchase early at your convenience provided that we will not provide any refunds of prepaid fees or unused purchase Fees, and you will promptly pay all unpaid fees due through the end of the Purchase Term. 
    4. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all  Services: (i) upon sixty (60) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Purchase Term. 
    5. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend any or all of the Services seven (7)  days after such notice Pursuant to the terms outlined in Section (2) iii above (Payment). 
    6. Effect of Termination or Expiration. Termination of this CSA or an ordering document will not relieve Customer from its obligation to pay CloudTask any fees stated in an Order Form, excluding termination by Customer for CloudTasks’s uncured material breach of this CSA. If the Customer terminates this CSA or an ordering document because of CloudTask’s uncured material breach,  CloudTask will refund a pro-rata share of any pre-paid fees under the applicable Order Form.  Termination of an Order Form does not terminate this CSA; however, termination of this CSA will result in the immediate termination of all Order Forms. The provisions of this CSA that by their nature extend beyond the termination of this CSA will survive termination.
  4. OWNERSHIP 
    1. Customer’s Proprietary Rights. Customer owns and retains all rights to their Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us to use the Customer Materials and Customer Data only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. 
    2. Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how  CloudTask will process Personal Data on your behalf in connection with the Services provided to you under this Agreement. CloudTask will maintain commercially appropriate administrative,  physical, and technical safeguards to protect Personal Data as described in the DPA. For information on our data security procedures, please see the ‘CloudTask Obligations’ section of our DPA. 
  5. CONFIDENTIALITY 
    1. Definition of Confidentiaity. Confidential Information means any proprietary information that is disclosed by Disclosing Party (defined herein) to the Receiving Party (defined herein) and identified as confidential or proprietary at the time of disclosure, or, if disclosed orally, which is identified as confidential or proprietary at the time of disclosure and such designation is confirmed in writing no later than thirty (30) days after such disclosure. Confidential information includes,  without limitation, all proprietary information which relates to Disclosing Party’s business  (including without limitation, business plans, financial data, customer information, marketing plans, missions and activities, competitive strategies, technical and statistical information,  research and development, transactional information, technology (including without limitation,  software, and network drawings, designs, schematics, algorithms, technical data, product plans,  research plans, software, etc.), products, services, trade secrets, know-how, formulas,  processes, ideas, and inventions (whether or not patentable) and third-party client data.  
    2. Non Disclosure Obligations. Each party acknowledges that it may receive from the other party information or material provided by the disclosing party under this Agreement and is reasonably understood to be confidential (“Confidential Information”). Neither party shall disclose to any third party such Confidential Information, or use Confidential Information in any manner other than to perform its obligations under this Agreement. These restrictions do not apply to any information that (i) is in the public domain or already in the receiving party's possession, (ii) was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party having a bona fide right to disclose the information, or (iii) Confidential  Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving party provides the other party with timely notice of such court order or subpoena. Confidentiality Obligations be binding unto the parties from the Effective Date of this Agreement and for a period of two (2)  years thereafter, (subject to a one-year extension if the parties are engaged in business transactions at the end of the second year). This Section Five (5) will survive termination or expiration of these Terms. 
    3. Notice of Breach and Remedies. Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or Any actions by Receiving Party or its  Representatives inconsistent with their respective obligations under this Agreement, Receiving  Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to the Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses. Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breaches of which it is aware. 
  6. INDEMNIFICATION 
      1. Indemnification Scope. CloudTask will defend, indemnify and hold Customer, its Affiliates, and their respective directors, officers, and Customer Users harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) CloudTask’s material breach of the Agreement.  Customer will indemnify, defend and hold CloudTask and its Affiliates harmless, at Customer expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against CloudTask (and its officers, directors, employees, agents, service providers, licensors,  and affiliates) by a third-party not affiliated with CloudTask or its Affiliates to the extent that such  Action is based upon or arises out of (i) Customer or Customer´s Affiliates non-compliance with or breach of this Agreement, (ii) Customer or Customer´s Affiliates use of third-party services; (iii) Any fraud, gross negligence or willful misconduct on your part or that of your directors, officers or employees, affiliates, partners and (iv) any consumer contact or information in connection therewith, or any breach of the warranties Customer made above, including your warrant of compliance with TCPA, or the restrictions on the use of the leads. 
      2. Indemnification Procedure: Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will (i) control the defense of the claim, and (ii) obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will not unreasonably withhold or delay its approval of the request for settlement or compromise, and assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense. The indemnifying party will not accept any settlement that (i) imposes an obligation on indemnified; (ii) requires the indemnified party to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on either party without mutual prior written consent. 
  7. DISCLAIMER AND WARRANTY 
    1. Disclaimer. Services are provided “as-is” without warranty of any kind, express or implied, including warranties of performance, merchantability, fitness for a particular purpose, accuracy, and/or completeness. Except as provided herein, CloudTask, including its suppliers, subcontractors, or affiliates, does not warrant that Customer’s Services will be uninterrupted, timely, secure, or will operate error-free. CloudTask similarly makes no guarantees, representations, or warranties regarding the results or performance of the Services, including the quality or volume of lead generation or internet traffic, or the accuracy or reliability of Services, and has no liability for claims related to an end- user’s inability to access the Services. 
    2. Warranty. With respect to each purchase or receipt of leads, Customer agree and warrant that the use  of the leads with all applicable federal, state and local laws, statutes, rules and regulations, including  without limitation, (the Communications Act of 1934, as amended, the Telephone Consumer Protection  Act ("TCPA") and implementing regulations issued by Federal Communications Commission, the  Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission’s  Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing Act,  and other federal and state laws and regulations governing the marketing, promotion, and/or sales of  goods or services, including general consumer protection laws and regulations, or other consumer  protection laws that prohibit unfair, deceptive, or misleading acts or practices; without limiting the  generality of subsection (a) above, Customer will not make any calls to any individual listed on any federal  or state national Do-Not-Call (DNC) registry unless an exemption applies; Customer will not use any lead  information for purposes of determining a person’s eligibility for insurance, credit, employment or  otherwise in any manner that violates the Fair Credit Reporting Act).  
  8. LIMITATION OF LIABILITY:  
    1. Waiver. Subject to Section 8 (iii), to the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages, incidental, or consequential damages of any kind (including lost profits),  regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. No claim arising out of or related to any Service may be brought by Customer or CloudTask more than twelve (12)  months after all Services are terminated, except that in the event of unpaid fees, CloudTask may bring an action to collect unpaid amounts at any time prior to the expiration of the applicable statute of limitations Excluding Fault-Based Data Breaches, CloudTask disclaims liability for any  Personal Data Breach.  
    2. Liability Cap. To the fullest extent permitted by law and subject to Section (8) iii, neither party,  including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to CloudTask during the term of the applicable Order Form(s). 
    3. Exclusions. The limitations of liability stated in sections 8.1 and 8.2 do not apply to (a) a party’s confidentiality or indemnification obligations; (b) a party’s liability for fraud, gross negligence, or intentional misconduct; (c) a party’s liability for death or personal injury; (d) a party’s violation of the other party’s intellectual property rights; or (e) any Fault-Based Data Breach. 
  9. MISCELLANEOUS
    1. Amendment; No Waiver. The revised version will become effective and binding the next business day after it is posted. We will provide notice of this revision by email. If Customer does not agree with a modification to the Agreement, Customer must notify us in writing within thirty (30) days after we send notice of the revision. If the Customer gives us this notice, then Customer purchase will continue to be governed by the terms and conditions of the Agreement prior to modification until Customer´s next renewal date. However, if CloudTask can no longer reasonably provide the services to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon CloudTask notice to Customer and CloudTask will promptly refund any prepaid but unused fees covering the use of the Services after termination.  
    2. Relationship of the Parties. This is not an exclusive relationship. The parties agree that no joint venture, partnership, employment, or agency relationship exists between us. 
    3. Authority. Each party represents and warrants to the other that it has full power and authority to  enter into this Agreement and that it is binding upon such party and enforceable in accordance  with its terms 
    4. Survival. Sections 2 (Fees and Payment), Section 4 (Ownership), Section 5 (Confidentiality,  Section 6 (Indemnification), Section 7 (Limitation of Liability and Section this Section 8 will survive expiration or termination of this Agreement. 
    5. Notices: All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered personally or sent by email, fax, registered, or certified mail (return receipt requested). All notices shall be addressed to the parties at the respective addresses indicated on the Order Form. 
    6. Attorney Fees. In the event of any action at law or equity between the parties hereto to enforce any of the provisions hereof, the unsuccessful party or parties to such litigation including any appeals, shall pay to the successful party or parties all costs and expenses, including reasonable attorneys fees, incurred therein by such successful party or parties; and if such successful party or parties shall recover judgment in any such action or proceeding, such costs, expenses and attorneys fees may be included in and made part of such judgment.  
    7. Governing Law: This Agreement and any transaction between Customer and CloudTask hereunder shall be governed by, construed, and interpreted in accordance with the laws of the  State of Florida. 
    8. Assignment: Neither party hereto may assign or otherwise transfer its rights and obligations under this Agreement.  
    9. Enforceability. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties' intentions and the remaining provisions will not be affected.