AgencyHire Terms of Service

Last Updated: May 12, 2022

Welcome to CloudTask!

Please read on to learn the rules and restrictions that govern your use of our Website(s), Products, Services and Applications. These Terms of Service (“Terms”) are a binding contract between CloudTask, LLC (“CloudTask”, “we”, “us”, or “our”) and you and/or the legal entity you represent when you (“You” or “User”) sign up for any CloudTask offer. 

These Terms apply to all visitors and all who use our Services (“CloudTask Services”), including but not limited to the CloudTask Website (www.cloudtask.com), the CloudTask Services, and any CloudTask software applications (“Applications”) and govern your access to and use of our products and services, including those offered through our websites, events, communications (e.g., emails, phone calls, and texts) and mobile applications (collectively, the “Service”). 

You must agree to and accept all of these Terms, or you will not be permitted to use the CloudTask Services. Your use of any of the CloudTask Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use any of the CloudTask Services. These Terms include the provisions in this document, as well as those in our Privacy Policy. If you have any questions, comments or concerns regarding these Terms of Service, please contact us at legal@cloudtask.com.

We are continually striving to improve the CloudTask Services we offer and the Applications we use to implement the CloudTask Services. These Terms are subject to change at any time, with or without prior notice, along with (or unrelated to) such changes and improvements. We reserve the right to change these Terms at any time, and you agree to be responsible for reviewing these Terms on a regular basis. However, any time we change these Terms, we will bring it to your attention by indicating a new Effective Date at the top of these Terms. In limited instances, such as where in our sole discretion we feel that any changes to these Terms require your immediate attention, we may choose to use alternative or additional means of notification of changes to these Terms such as by placing a notice on the CloudTask Website or sending you an email and/or by some other means.

If you use any of the CloudTask Services in any way after a change to the Terms is effective, that means you agree to all changes. Except for changes by us as described above, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and an officer of CloudTask.

YOU UNDERSTAND AND AGREE THAT BY USING THE CLOUDTASK WEBSITE OR ANY OF THE CLOUDTASK SERVICES OR APPLICATIONS AFTER THE EFFECTIVE DATE ABOVE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE PAYMENT PROVISIONS, CONTRACTOR SERVICE AGREEMENT PROVISIONS, AND INFORMAL DISPUTE RESOLUTION AND MANDATORY BINDING ARBITRATION/JURY TRIAL AND CLASS ACTION WAIVER PROVISIONS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE ANY OF THE CLOUDTASK SERVICES OR APPLICATIONS. IF YOU AGREE TO THE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

We respect the privacy and security of our Users. You understand that by using any of the CloudTask Services, you give consent to the collection, use and disclosure of your personally-identifiable information as well as any non-personally-identifiable information, in the limited manner described in our Privacy Policy, which is a material portion of these Terms.

1. AgencyHire Services

CloudTask is not a call center nor is it an employment agency. 

CloudTask is a technology company that creates, among other things, cloud-based business services and applications to help companies grow their sales and revenue via independent agencies who perform lead generation, sales- and customer support-related tasks.

For clarity, the CloudTask service (“Services”) does not perform sales services for buyers directly, but rather provides an Online Marketplace that empowers a global community of Company Users (“Buyers”) and Agency Users (“agencies”) to find, sign and collaborate with each other on B2B lead generation and sales campaigns through the CloudTask Website (www.cloudtask.com), the CloudTask Services, and CloudTask software applications (“Applications”).

Agencies work as a supplement to or a replacement for the Buyers’ in-house efforts, enabling companies to build and scale their sales capabilities and efforts without having to hire full-time or part-time employees. 

Some agencies offer the people, processes, and technologies needed for a complete sales process (including ongoing relationship management), while others may only offer a subset of sales process services (e.g., telemarketing, appointment setting, etc.). 

The deliverables Agencies provide for Buyers, may include but are not limited to:

  • Perform customer profile creation interviews to better understand a company and determine its ideal target customers
  • Source contact records using one or more tactics, such as research and content marketing (webinar attendees, whitepaper downloads, website inquiries, etc.), in order to build prospect lists
  • Engage with customers and prospects through one or more channels (e.g., phone, email, SMS, etc.) on the company’s behalf
  • Qualify leads to ensure the information is correct and that they that match the company’s ideal buyer profile
  • Book meetings with good-fit prospects that are ready for a conversation with the sales team
  • Assist with follow-up and other "lead nurturing" activity to ensure the best possible conversion rate
  • Closing deals – Hosting demos, sending proposals, negotiating pricing, getting signed contracts

There is no charge for Buyers to sign up with CloudTask, to post a campaign opportunity, or review Agency information such as Agencies' profiles, case studies (if available), ratings, and reviews, and discuss the requirements of any given engagement. 

CloudTask does not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Agency.

At no point will CloudTask be held liable nor responsible for the actions or omissions of any Agency performing services nor does any use of the Services by Buyers imply an endorsement. 

1.2 CloudTask is Not a Party to Purchase Agreements

The CloudTask AgencyHire program is a CloudTask Service consisting of an online venue where Agencies sell and companies (referred to in these Terms of Service as “Buyers”) buy freelance sales and customer support-based services to be performed by the Agencies for the Buyers. 

CloudTask hosts an Online Marketplace, which may be used to post availability and experience, locate Agencies, generate “CloudTask Purchase Agreements,” perform and monitor “Agency Services” and arrange payment for “Agency Service Fees.” However, CloudTask is not a party to any CloudTask Purchase Agreements between Agencies and Buyers who have located each other in the Online Marketplace. Nor is CloudTask a party to any dispute between Buyers and Agencies. However, CloudTask does provide a mandatory informal dispute resolution process as described below. 

Notwithstanding the foregoing, all Agencies and Buyers agree to appoint CloudTask as a third-party beneficiary of their CloudTask Purchase Agreements for the limited purpose of enforcing any obligations owed to, and any benefits conferred on, CloudTask under these Terms of Service, including but not limited to challenging any effort by a Agency and/or Buyer to expand CloudTask’s obligations or restrict CloudTask’s rights under these Terms of Service.

Subject to these Terms of Service, CloudTask maintains and provides Agencies and Buyers with access to the CloudTask Services, allows Agencies and Buyers to (among other things) locate each other, communicate with each other, enter into agreements by which an Agency agrees to perform services for a Buyer (hereinafter, “Agency Services”) under the terms and conditions specified in this Section 4 (hereafter “CloudTask Purchase Agreements”), assign and perform Agency Services, monitor, invoice and pay for such Agency services (hereinafter, “Agency Service Fees”), and coordinates all disputes related to CloudTask Purchase Agreements. 

If a Buyer and an Agency agree on terms for Agency Services to be performed by the Agency, a CloudTask Purchase Agreement is formed directly between such Buyer and Agency, subject to the provisions set forth in this Section 4. When a Buyer and an Agency enter into an CloudTask Purchase Agreement, the Buyer and Agency may use the CloudTask Website, Services and Applications to engage, communicate, perform, monitor, invoice and pay for Agency Service Fees online. 

You acknowledge and agree that use of CloudTask Website, Services and Applications to facilitate the foregoing operations does not create an employment, independent contractor, or any other type of business relationship between CloudTask and Buyer and/or between CloudTask and Agency and does not alter the nature of the independent contractor relationship between Agency and Buyer.

1.3 CloudTask Purchase Agreements

Agency and Buyer acknowledge and agree that Agencies are not employees, independent contractors or agents of CloudTask and, therefore, CloudTask does not in any way supervise, direct, or control Agencies. CloudTask provides the systems for Agencies to communicate, share and exchange information with Buyers including a default CloudTask Purchase Agreement, that serves as a contract between a Buyer and an Agency. In the absence of a written agreement to the contrary, the manner and means of performing the services will be determined and controlled solely by the Agency. Users may choose to use the default CloudTask Purchase Agreement or may alter its terms at their discretion. CloudTask does not set Agency’s contract terms (including rate, nature of work, work hours, work schedules, or location of work). 

Agency and Buyer acknowledge and agree that Agency will not be directly or indirectly providing any services to CloudTask. 

Agency and Buyer acknowledge and agree that CloudTask may license use of CloudTask Services and Applications for use by Users, but CloudTask will not be expected to or held responsible for providing training or any equipment, labor, or materials needed to perform for a particular CloudTask Purchase Agreement, and that CloudTask is not responsible for providing the premises at which the Agencies will perform services.

Agency and Buyer acknowledge and agree that Agency, and not CloudTask, will be responsible for timely and professionally completing all work that Agency is assigned by Buyer while working as an independent contractor under a CloudTask Purchase Agreement.

Agency and Buyer acknowledge and agree that in order to ensure accurate billing, work billed for CloudTask Purchase Agreements under an Agency's User Account must be performed by the Agency that has the User Account. The Agency that has the User Account remains responsible for all services performed under the CloudTask Purchase Agreements, including ensuring that the services comply with these Terms (including confidentiality and intellectual property obligations).

Agency and Buyer acknowledge and agree that the terms of the CloudTask Purchase Agreement, including service fees, work hours, service dates and working conditions will be established by agreement between Agency and Buyer through the CloudTask Services, and not by CloudTask.

Agency and Buyer acknowledge and agree that the foregoing applies even if the Agency uses a CloudTask Application to perform the work, and the work that is compensable is specified by the Buyer. In such case, Buyer will use CloudTask Application to specify the activities, timing and other details of service that must be followed by Agency to be entitled to payment pursuant to the CloudTask Purchase Agreement. Those details may be monitored automatically by the Buyer using the CloudTask Application, however, performance of the services under the details specified by the Buyer will merely dictate whether and for what services the Agency is entitled to payment. Buyer understands and agrees that if Buyer dictates the precise manner in which Agency performs the services, the Agency may not be deemed to be an independent contractor by the applicable governing authorities.

1.4 CloudTask Purchase Agreement Terms

Unless otherwise expressly agreed to in writing by both Buyer and Agency, the default terms and conditions of the CloudTask Purchase Agreement that a Buyer and an Agency enter directly when the Buyer agrees to receive services from the Agency are as set forth in this Section. Buyers and Agencies may agree between themselves on any additional or different terms for their CloudTask Purchase Agreement as long as such terms do not affect the rights or responsibilities of CloudTask or violate these Terms.

All Users of CloudTask Services and Applications agree that the terms concerning the CloudTask Purchase Agreement described herein and/or on the CloudTask Online Marketplace and/or the CloudTask Website (www.cloudtask.com), including Agency Service Fees, Service Level Expectations, and Termination Policy, form part of the CloudTask Purchase Agreement. 

Any CloudTask User who enters into a CloudTask Purchase Agreement with another User agrees to obtain the consent of the other User before making any changes to the CloudTask Purchase Agreement by adding additional or different terms or making other changes to the CloudTask Purchase Agreement. 

Proposed changes must be transmitted by a User to another User by a mechanism provided by CloudTask solely for that purpose in order for the proposed changes to have any effect. The other User may reject such proposed changes by formally rejecting them or by terminating the CloudTask Purchase Agreement or accept such changes by formally accepting the proposed changes or by simply continuing to work on the CloudTask Purchase Agreement.

1.5 Buyer Billing and Payments

Buyer becomes obligated for Agency Service Fees on a monthly basis. Agency will generate a performance report for the Buyer specifying the types of activities performed and the outcomes achieved by the Agency during the reporting period. 

Buyer will have two (2) business days after being provided with a performance report to review and challenge any portion of the bill for a given month. Thereafter, the performance will be deemed undisputed and payable by Buyer. Any dispute between Buyer and Agency as to the amount owed by Buyer to Agency under a given invoice shall be governed by Section 1.6, the dispute resolution provisions set forth in these Terms, and any additional dispute resolution provisions that apply to your particular CloudTask Purchase Agreement.

1.6 Dispute Resolution

With respect to disputes arising between Buyer and Agency, you agree to abide by the dispute resolution provisions set forth in these Terms and any additional dispute resolution provisions that apply to your particular CloudTask Purchase Agreement.

1.7 Termination of a CloudTask Purchase Agreement

Buyer or Agency has the right to terminate the CloudTask Purchase Agreement in accordance with the termination policy specified in the CloudTask Purchase Agreement and/or at any time in the event of a material breach. Buyer and Agency have the option to terminate a CloudTask Purchase Agreement by sending an email to finance@cloudtask.com in accordance with the Agency’s termination terms (stated in the Purchase Agreement). Except as required by law, Buyer remains obligated to pay the Agency Service Fees for any services provided prior to termination of a CloudTask Purchase Agreement.

Once a Buyer’s Payment Method has been charged to make a payment, Buyer does not have the right to recover any payments already released to an Agency. In the event Buyer continues to dispute any payment already charged to Buyer’s Payment Method, Buyer agrees to utilize the dispute resolution provisions set forth in these Terms, and any additional written dispute resolution provisions that apply to that particular CloudTask Purchase Agreement.

1.8 Non-payment

If Buyer fails to pay Agency Service Fees owed to an Agency under a CloudTask Purchase Agreement or any other amounts due under these Terms of Service, whether by canceling Buyer’s credit or debit card on record with CloudTask, initiating an improper chargeback, or by any other means, CloudTask may suspend or close Buyer’s User Account and revoke Buyer’s access to the CloudTask Services, including Buyer’s authority to use the CloudTask Services to process any additional payments, enter into CloudTask Purchase Agreements, or obtain any additional Agency Services. 

Without limiting other available remedies, Buyer must pay CloudTask upon demand for amounts owed under these Terms, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, CloudTask, at its discretion, may offset amounts due against other amounts received from or held by CloudTask for Buyer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

1.9 Formal Invoices and Taxes

CloudTask will have no responsibility for determining the necessity of or for the issuance by Agency of any formal invoices, or for determining, remitting, or withholding any taxes applicable to Agency Service Fees. Buyer and Agency will be solely responsible for determining whether applicable law requires formal invoices for Agency Service Fees and for issuing any invoices so required. 

Buyer and Agency will also be solely responsible for determining whether: (a) Agency or Buyer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Agency Service and remitting any such taxes or charges to the appropriate authorities on behalf of Buyer or Agency, as appropriate; and (b) Buyer is required by applicable law to withhold any amount of the Agency Service Fees and for notifying CloudTask of any such requirement and indemnifying CloudTask (either by CloudTask, at its sole discretion, offsetting the relevant amount against a future payment of Agency Service Fees to Agency or Agency reimbursing CloudTask for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). 

In the event of an audit of CloudTask, Agency and Buyer agree to promptly cooperate with CloudTask and provide copies of tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing that Agency is engaging in an independent business as represented to CloudTask.

1.10 Buyer Payment Terms

In order to use certain features of the CloudTask Services, Buyer must provide account information for at least one valid “Payment Method.” Currently, CloudTask accepts payment only by credit card. Buyer hereby authorizes CloudTask (or a third-party designed by CloudTask) to run credit card authorizations on all credit cards provided by Buyer to CloudTask, to store credit card details as Buyer’s method of payment for Services, and to charge Buyer’s credit card. Credit will be charged by a third-party payment processor designated by CloudTask.

When Buyer authorizes the payment of the Agency Service Fees by providing notice or by Buyer’s silence within one business day after an invoice is sent to Buyer, Buyer automatically and irrevocably authorizes and instructs CloudTask (or its designated payment processor) to charge Buyer’s credit card for the Agency Service Fees. 

Buyer agrees that it shall review all invoices provided to Buyer by CloudTask for each Agency within one (2) business days of the date on which a given invoice is provided to Buyer by CloudTask, as set forth in Section 1.5. When Buyer approves or is deemed to have approved a Performance Report (or fails to dispute the charges within one (2) business days), Buyer automatically and irrevocably authorizes and instructs CloudTask (or its designated third-party processor) to charge Buyer’s Payment Method for the Agency Service Fees.

By providing payment details (ex. credit card details, debit card details, ACH details, etc.) through CloudTask Services, Buyer represents, warrants, and covenants that: (a) Buyer is legally authorized to provide such information; (b) Buyer is legally authorized to make payments using the credit card provided; and (c) such action does not violate the terms and conditions applicable to Buyer’s use of such credit card or applicable law. When Buyer authorizes a payment using a credit card via CloudTask Services, Buyer represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated credit card. To the extent that any amounts owed under these or any other CloudTask Terms and Conditions cannot be collected from Buyer’s Payment Method(s), Buyer is solely responsible for paying such amounts by other means.

CloudTask uses a third-party payment processor to bill you through a payment method linked to your User Account. The processing of payments will be subject to the terms, conditions and privacy policies of the third-party payment processor in addition to these Terms of Service and our Privacy Policy. For more information about our billing practices and your personal information please visit our Privacy Policy

CloudTask is not responsible for errors by the third-party payment processor. By utilizing CloudTask Services, you agree to pay us, through the third-party payment processor, in accordance with the applicable payment terms. CloudTask reserves the right to update its prices and to offer discounts and temporary promotions (where applicable). 

You agree that it is your responsibility to maintain a valid, non-expired payment method on file with us while engaging in fee-based activities using CloudTask Services. You also agree that it is your responsibility to maintain adequate available funds to cover all applicable Agency Service Fees and CloudTask charges. You agree that if you do not maintain a valid, non-expired card on file with us with a sufficient balance to cover applicable Agency Service Fees and CloudTask charges during any billing attempt, you may be subject to interest and penalties, suspension and/or revocation of your User Account. You irrevocably and expressly authorize CloudTask to withhold any monies and/or debit any monies from any Payment Method that you have provided to CloudTask for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Agencies and/or CloudTask.

1.11 No Return of Funds

Buyer acknowledges and agrees that CloudTask will charge Buyer’s payment method for the Agency Service Fees on the first day of the month. Therefore, and in consideration of the services provided by CloudTask, Buyer agrees that once CloudTask charges the Buyer’s designated payment method for the fees due and owing to an Agency as provided in these Terms or any other terms of service, the charge is non-refundable, except as otherwise required by applicable law. 

Buyer and Agency also acknowledge and agree that Section 8.8 of these Terms of Service provides a mandatory informal dispute resolution process for the resolution of Buyer and/or Agency disputes. To the extent permitted by applicable law, Buyer therefore agrees not to ask its credit card company, bank, or other payment provider to charge back any fees invoiced by an Agency or any other fees charged pursuant to these Terms of Service. 

A charge back in breach of the foregoing obligation is a material breach of these Terms of Service. If Buyer initiates a charge back in violation of these Terms, Buyer agrees that CloudTask may dispute or appeal the chargeback and institute collection action against Buyer. 

Buyer agrees that the dispute resolution process contained Sections 8.8 and 8.9 of these Terms is for the resolution of Buyer and/or Agency disputes; although Buyer and Agency are bound by the terms of the dispute resolution process Contained in Sections 8.8 and 8.9, CloudTask is not bound by it.

1.12 U.S. Dollars

The CloudTask website, Services and other Applications operate in U.S. Dollars. If Buyer’s payment method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, Buyer is required to provide the appropriate conversion, although CloudTask may choose to display foreign currency conversion rates that CloudTask (or a designated third party) may make available to convert supported foreign currencies to U.S. Dollars.

1.13 Non-Circumvention

(a) The fees charged by CloudTask are the primary consideration received by CloudTask for providing, maintaining and servicing the CloudTask Services and Applications. Except as otherwise provided in the following Section 1.13(b), you agree to take no steps to circumvent CloudTask’s entitlement to and receipt of the fees to which it is entitled. 

Accordingly, except as provided in Section 1.13(b), Buyer and Agency agree that they must use CloudTask Website, Services and Applications as the sole and exclusive method to retain an Agency identified though the CloudTask Online Marketplace. By way of illustration, you may not: (i) submit proposals or solicit parties identified through CloudTask Services to contact, hire, work with, or pay outside CloudTask Services; (ii) accept proposals or solicit parties identified through CloudTask Services to contact, deliver services, invoice, or receive payment outside the Services; or (iii) invoice or report on CloudTask Services, request an invoice or payment amount lower than that actually agreed between Users.

(b) Notwithstanding the limitations set forth in the foregoing Section 1.13(a), Buyer agrees that for each Agency identified through CloudTask Services that Buyer retains to work outside of the CloudTask Services Terms in violation of this Section 1.13, Buyer shall pay CloudTask a one-time payment of $3,000. Buyer agrees that we have the right to obtain such payment by charging any accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. Failure to pay this fee is cause for termination of your User Account and revocation of your access to CloudTask Website, Services and Applications.

(c) Buyer understands and agrees that CloudTask has no ability to independently monitor the independent activities of Buyers and Agencies outside the CloudTask platform. Thus, Buyer agrees that the provisions of Section 1.13(b), including the $3,000 fee, shall apply under the following circumstances: (a) if Buyer requests an interview with an Agency and provides a link to schedule an interview outside the CloudTask Platform; or (a) if Buyer interviews an Agency on the CloudTask Platform but the Buyer is not responsive to their CloudTask advisor post interview.

You agree to promptly notify CloudTask if another User improperly contacts you or suggests making or receiving payments outside of CloudTask Services. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CloudTask by sending an email message to: legal@cloudtask.com.

1.14 CloudTask Review System

Agency and Buyer consent to CloudTask posting Agency Profiles and Buyer Campaign Opportunities, as well as reviews about Users, including you, on or through the CloudTask Website and CloudTask Services. 

Agency and Buyer acknowledge and agree that feedback results, including your “Performance Rating”, if any, will consist of data on actual work performed for a Purchase Agreement, comments, ratings, indicators of Buyer and Agency satisfaction, and other feedback left by other Users. 

Agency and Buyer further acknowledge and agree that CloudTask will make the foregoing information available to the general public and other CloudTask Online Marketplace Users and that the foregoing information and feedback results may be maintained and made available in composite or compiled form. 

Agency and Buyer acknowledge that CloudTask provides this information and feedback system as a means for Agencies to showcase their performance and expertise and Users to share their information and opinions publicly; and that CloudTask does not monitor or censor this information or opinions. 

In order to protect the integrity of the review system provided by CloudTask and to protect Users from abuse, CloudTask reserves the right (but is under no obligation) to remove posted reviews or information that, in CloudTask’s sole judgment, violates these Terms or, in our sole opinion, negatively affects the integrity of our CloudTask Online Marketplace. You agree that if you fail to notify CloudTask of any inaccurate statement posted about you, CloudTask may rely on the accuracy of such statement.

CloudTask does not generally investigate any reviews posted by Buyers or Agencies. However, it reserves the right to do so if requested by a Buyer or Agency. A User may be held liable for damages suffered by one or more Users or third parties if any review or remarks made by that User is legally actionable (such as by being defamatory or libelous). 

You acknowledge and agree that posted information and feedback relates only to the business operated by an Agency or Buyer and is not intended to be of a personal nature. 

You agree not to use the Services to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

You acknowledge and agree that you will not seek to hold CloudTask liable and that CloudTask is not legally responsible for any reviews, remarks, or comments posted or made available on the CloudTask Website or CloudTask Services by any Users or third parties, even if that information is defamatory, libelous, or otherwise legally actionable. 

2. Confidential Information

2.1 “Confidential Information” Defined

“Confidential Information” means contact lists and all Work Product, and any other information provided to, or created by, an Agency for a Buyer under a CloudTask Purchase Agreement or provided to an Agency to perform or assist in performing Agency Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. 

Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Buyer or Agency; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Agency prior to receiving it from Buyer and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by Agency without use of another person’s Confidential Information.

2.2 Confidentiality

To the extent a Buyer or Agency provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Agency Services (including, without limitation, the storage or transmission of Confidential Information on or through CloudTask Services for use by Agency); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Agency Services.

2.3 Return of Confidential Information

If and when Confidential Information is no longer needed for the performance of Agency Services or at the discloser’s written request (which may be made at any time at Buyer's or Agency’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. 

2.4 Non-Publication of Confidential Information

Buyer, Agency, and CloudTask will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Agency Services for a CloudTask Purchase Agreement. Buyer and Agency recognize and agree that publication by CloudTask of Buyer job postings and Agency profile (and all information contained therein, including Agency work statistics, work history, ratings and reviews) are specifically excluded from the provisions of this Section and shall not be deemed to constitute Confidential Information within the meaning of these Terms of Service.

2.5 Buyer Materials

Buyer grants Agency a limited, non-exclusive, revocable (at any time, at Buyer’s sole discretion) right to use any materials provided by Buyer to Agency (“Buyer Materials”) that Buyer deems necessary solely for Agency’s performance of the Services specified under the applicable CloudTask Purchase Agreement. Buyer reserves all other rights and interest, including, without limitation, all intellectual property rights, in and to the Buyer Materials. Upon completion or termination of the CloudTask Purchase Agreement, or upon Buyer’s written request, Agency will immediately return all Buyer Materials to Buyer and further agrees to destroy all copies of Buyer Materials and any deliverables produced pursuant to the CloudTask Purchase Agreement contained in or on Agency’s premises, systems, or any other equipment or location otherwise under Agency’s control. 

3. Content

3.1 CloudTask Name, Website, Services and Applications.

The CloudTask name, and the CloudTask Website, Services and all CloudTask Applications, and the information which they contain, are the property of CloudTask, LLC and/or its affiliates and licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, patent law, trade secret law, computer privacy and espionage laws, international conventions and other intellectual property laws. 

CloudTask and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the CloudTask name, and the CloudTask Website, Services and Applications. You may use the CloudTask Website, Services and Applications (including any content and materials included on the CloudTask Website, Services and Applications) for your own use as described and limited herein. 

You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, create any works that are based on or which are developed using the CloudTask Website, Services or Applications as a model, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the CloudTask Website, Services or Applications unless explicitly authorized in these Terms of Service or in writing by the owner of the materials. 

You may, however, from time to time, download and/or print one copy of individual pages of the CloudTask Website for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. You may also print a copy of these Terms and any CloudTask Purchase Agreement(s) you enter.

3.2 Submissions.

If and when you submit, post or display data, information or content (including your User Profile) through any CloudTask Website or Service, you are granting us and any third-party service providers and partners a worldwide, non-exclusive, irrevocable, transferable, assignable, worldwide, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods. You represent that any materials and content posted or otherwise submitted by you to the CloudTask Website or Services is original to you and that you have the right to grant us these rights.

The content that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. We do not claim any ownership of the content that you submit, post, or display through the CloudTask Website or Services. You retain any and all ownership rights to the content that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any content on our Website or Services.

We welcome your feedback and suggestions about the CloudTask Website and Services, but you understand that we may use them without any obligation to compensate you for them. Any information, including but not limited to remarks, suggestions, ideas, graphics, or other submissions, communicated to CloudTask by you through any means whatsoever is the exclusive property of CloudTask. CloudTask is entitled to use any information submitted for any purpose, without restriction (except as stated in CloudTask’s Privacy Policy) or compensation to the person sending the submission. You represent and warrant that you have the right and authority to make any submission you communicate to CloudTask, and you accept responsibility for the accuracy, appropriateness, and legality of any such submission.

Responsibility for what is posted in any public areas of the CloudTask Website Services lies with each User. You alone are responsible for the material you post or otherwise make available on the CloudTask Website or Services. We do not control the material that you or others may post or otherwise make available, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right to do so. We are not a publisher of user posts, and we are not responsible for their accuracy or legality.

4. Representations and Warranties

You represent and warrant that you have the power, right and authority to enter into this Agreement, and are capable of forming a binding contract.

CloudTask offers the CloudTask Website, Applications and Services solely for your business purposes, and not for personal use. As an Agency, you represent and warrant that you use your User Profile to market your own business to other registered users (Buyers) for the purpose of entering into Agency Relationships with them. 

To use the CloudTask Services, you must have, and hereby represent that you do have an independent business or intend to operate via CloudTask Services an independent business (whether conducted solely by you as a self-employed individual or sole proprietor, or as a corporation or other lawfully recognized business entity). You further represent that you intend to use CloudTask Services for your business purposes only. You understand that you must comply with any regional country/state/county/city/town licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. 

To register for a User Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts and that you are not barred from receiving the Service under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Service. 

By registering for a User Account, by using the Website or Services on or after the Effective Date you agree to: (a) abide by these Terms of Service and any other Terms of Service published by CloudTask; (b) be financially responsible for your use of the Website or Services, including the purchase, performance and delivery of Agency Services; and (c) perform your obligations as specified by any CloudTask Purchase Agreement that you enter into, unless such obligations are prohibited by applicable law or these Terms. 

CloudTask reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the CloudTask Services upon discovery that any information you provided on any form or posted on the CloudTask Services or is not true, accurate, or complete, or such information or other conduct otherwise violates these Terms of Service, or for any other reason, or no reason, in CloudTask’s sole discretion.

5. Indemnification

By using the CloudTask Website and/or Services, you agree to indemnify, hold harmless and defend CloudTask, its affiliates, and its respective members, directors, officers, employees, agents, successors and assigns (each, an “Indemnified Party”), arising from or relating to any and all claims, damages, losses, liabilities, and all related costs and expenses, including but not limited to attorneys’ fees, resulting directly or indirectly from: any claim, suit, proceeding, demand, or action brought by you or a third party or other User, Buyer, or Agency against an Indemnified Party relating to: (a) use of the CloudTask Website, Applications or Services by you or your agents, including any payment obligations incurred through use of the CloudTask Website, Applications or Services; (b) your failure to abide by these Terms of Service or other conduct that CloudTask deems to be in violation of this Agreement; (c) your violation of the rights of another; (d) any CloudTask Purchase Agreement entered into by you or your agents, including, but not limited to, the classification of a Agency as an employee; (e) the classification of CloudTask as an employer or joint employer of a Agency; (f) any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (g) any content you submit or transmit through the CloudTask Website, Applications or Services; (h) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents. 

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. This indemnification, defense and hold harmless obligation will survive these Terms and the termination of your use of the CloudTask Website, Applications or Services.

6. No Warranties

ALL CLOUDTASK SERVICES AND ANY CONTENT PROVIDED THEREIN ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL AND PROMOTIONAL PURPOSES. YOU AGREE NOT TO RELY ON ANY CLOUDTASK SERVICES AND ANY CONTENT PROVIDED THEREIN, ANY INFORMATION ON THE CLOUDTASK WEBSITE, OR PROVIDED VIA CLOUDTASK SERVICES. ALL CLOUDTASK SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. 

SPECIFICALLY, BUT WITHOUT LIMITATION, CLOUDTASK DOES NOT WARRANT THAT: (I) THE INFORMATION PROVIDED ON THE CLOUDTASK WEBSITE OR THROUGH ANY AND ALL CLOUDTASK SERVICES IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE FUNCTIONS OF THE CLOUDTASK WEBSITE AND CLOUDTASK SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, OR (IV) THE CLOUDTASK WEBSITE, SERVICES, AND THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

CLOUDTASK DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDTASK DOES NOT GUARANTEE THE AVAILABILITY OF THE CLOUDTASK SERVICES AND DOES NOT GUARANTEE THAT THE CLOUDTASK WEBSITE AND/OR SERVICES WILL MEET YOUR NEEDS. 

YOU EXPRESSLY AGREE THAT YOUR USE OF THE CLOUDTASK WEBSITE AND SERVICES IS AT YOUR SOLE RISK. CLOUDTASK MAKES NO EXPRESS REPRESENTATIONS AND EXPLICITLY AND SPECIFICALLY EXCLUDES ANY AND ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

THIS CLOUDTASK WEBSITE OR SERVICES MAY ALSO CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF USERS, CONTRACTORS, AND OTHER THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE CLOUDTASK WEBSITE OR SERVICES, OR ANY CONTENT POSTED BY ANY USER, CONTRACTOR, OR ANY OTHER THIRD PARTY. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, INFORMATION, OR USER CONTENT WILL BE AT YOUR SOLE RISK.

CloudTask may alter, suspend, add to, or discontinue the CloudTask Website or Services in whole or in part at any time for any reason, without notice or cost. CloudTask assumes no responsibility for your ability to (or any costs or fees associated with your ability to) obtain access to the CloudTask Website or Services, or for interruptions in the CloudTask Website or Services, whether due to any act by CloudTask or otherwise. CloudTask does not assume any liability for the failure to store or maintain any user communications, account or profile information, or personal settings. 

By accessing the CloudTask Website or Services, you agree that CloudTask and its third-party providers and partners may place advertisements on the CloudTask Website or Services. The types of advertisements are subject to change. The CloudTask Website and Services may become unavailable due to maintenance or malfunction of computer equipment, servers, or other reasons within or without CloudTask's control. You agree that CloudTask will not be liable to you for any damages whatsoever due to any unavailability of the CloudTask Website or Services even if such unavailability prevents or interferes with your ability to fulfill or obtain fulfillment of CloudTask Purchase Agreements.

You also expressly agree that neither we nor any of our directors, officers, members, stockholders, employees, consultants, agents or representatives shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms of Service.

We do not endorse, support, represent or guarantee the truthfulness, completeness, accuracy or reliability of the content or any communications or materials posted via our CloudTask Website, Services or Applications. Any reliance or use of content or materials posted via the CloudTask Website, Services or Applications is at your own risk. Under no circumstances is CloudTask liable in any way for any content, including, but not limited to any errors or omissions of such content. We are also not liable for any loss or damage incurred as a result of the use of the content.

While we strive to protect your information in accordance with our Privacy Policy, we cannot be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other information stored on our equipment, transmitted over networks accessed by any CloudTask Services or Applications, or otherwise connected with your use of the CloudTask Website, Services or Applications.

7. Limitation of Liability

CloudTask is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms, including, but not limited to: (a) failure of an Agency to be paid by a Buyer; (b) malfeasance or nonfeasance by a Agency; (c) your use of or your inability to use any CloudTask Service(s), or any delays or disruptions in any CloudTask Service(s); (d) viruses or other malicious software obtained by accessing, or linking to, any CloudTask Service(s); (e) glitches, bugs, errors, or inaccuracies of any kind in any CloudTask Service(s); (f) damage to your hardware device from the use of any CloudTask Service(s); (g) the content, actions, or inactions of third parties’ use of any CloudTask Service(s); (h) a suspension or other action taken with respect to your User Account; (i) your reliance on the quality, accuracy, truthfulness, or reliability of job postings, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through any CloudTask Service(s); and (j) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these Terms of Service.

ADDITIONALLY, IF YOU ARE DISSATISFIED WITH ANY CLOUDTASK SERVICE(S) OR APPLICATION(S), OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CLOUDTASK SERVICE(S) OR APPLICATION(S). UNDER NO CIRCUMSTANCES SHALL CLOUDTASK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DIRECT OR INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR APPLICATIONS OR THE INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SERVICES OR APPLICATIONS, OR DIRECT OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND REGARDLESS OF WHETHER OR NOT CLOUDTASK WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. 

IN NO EVENT SHALL THE TOTAL LIABILITY OF CLOUDTASK FOR ALL DAMAGES UNDER THIS AGREEMENT EXCEED THE AGGREGATED AMOUNTS YOU PAID TO CLOUDTASK DURING THE MOST RECENT ONE (1) MONTH PERIOD IN CONNECTION WITH YOUR USE. THE LIABILITY OF CLOUDTASK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $1,000; OR (B) ANY FEES RETAINED BY CLOUDTASK WITH RESPECT TO CONTRACTOR SERVICE AGREEMENTS ON WHICH YOU WERE INVOLVED AS BUYER OR AGENCY DURING THE TWO-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. 

THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. Miscellaneous

8.1 Notices

All notices to CloudTask in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows or to such other address as CloudTask may designate pursuant to this notice provision. You agree that all notices to you shall be sent to the email address provided by you as part of the sign-up process. Notices to CloudTask shall be sent via email to legal@CloudTask.com or to the following mailing address:

The Reiter Group LLC Dba CloudTask

1940 NE 194th Dr, North Miami Beach, FL 33179, USA

North Miami Beach, FL 33179

United States

Phone: +1-305-317-5154

legal@cloudtask.com

 

8.2 Modifications

We reserve the right to change these Terms of Service at any time. Such changes will be effective when posted. By continuing to use the Services after we post any such changes, you accept the Terms as modified. If you do not agree to the changed Terms, your only recourse is to stop using the Services.

8.3 Entire Agreement

The captions in this Agreement are solely for convenience and shall not affect the interpretation of these Terms. These Terms of Service and all documents incorporated by reference and/or linked to herein constitute the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by CloudTask.

8.4 No Waiver; Severability

Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, you and we nevertheless agree that the court should endeavor to give effect to intentions reflected in such provision, and the other provisions of these Terms of Service will remain in full force and effect.

8.5 Disclosure

You agree that CloudTask may access, maintain, and disclose information you provide to CloudTask if required to do so by law or if CloudTask believes, in good faith, that such access, maintenance or disclosure is reasonably necessary to: (i) comply with any legal process; (ii) enforce this Agreement; (iii) respond to claims that any content posted, provided, transmitted, or otherwise made available by you violates the rights of third parties; (iv) respond to your customer service requests; or (v) otherwise protect the rights and property of CloudTask, its vendors, users and the general public.

8.6 Successors and Assigns

The terms of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by you, either voluntarily or by operation of law, without the prior written consent of CloudTask, and any attempt to do so will be null and void.

8.7 Governing Law

This Agreement is governed and interpreted pursuant to the laws of the State of Florida, United States of America, without regard to its conflict of law provisions and excluding any and all international conventions concerning contracts, and except as otherwise specified in Section 8.9.

8.8 Mandatory Informal Dispute Resolution

Before serving a demand for arbitration of a Claim pursuant to Section 8.9, you agree to first notify CloudTask of the Claim at:

The Reiter Group LLC Dba CloudTask

1940 NE 194th Dr, North Miami Beach, FL 33179, USA

North Miami Beach, FL 33179

United States

Phone: +1 (305) 317-5154

or by email to legal@CloudTask.com. CloudTask agrees to provide to you with a Notice at your email address on file and to provide you with informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. CloudTask will have 60 days from the date of the receipt of the Notice to informally resolve your Claim, which, if successful, will avoid the need for further action.

8.9 Mandatory Binding Arbitration and Class Action/Jury Trial Waiver

In the unlikely event the parties are unable to resolve by the informal resolution process of Section 8.8 a Claim arising out of or relating in any way to the use of any CloudTask Services, or to any acts or omissions of other users for which you may contend we are liable (“Claim”), within 60 days of the receipt of the applicable Notice from you, you and CloudTask agree that the Claim shall be finally, and exclusively, resolved and settled by binding arbitration before an arbitrator from the American Arbitration Association (“AAA”) in Miami, FL, from which there shall be no appeal. The arbitration shall be held before one arbitrator selected pursuant to AAA rules. The arbitrator shall apply the substantive law of the state of New York, exclusive of its choice of law principles and any international convention on contracts, except that the interpretation and enforcement of this arbitration provision shall be governed by the U.S. Federal Arbitration Act.

In addition to all matters within the scope of a “Claim” as defined above, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration provision, including the enforceability, revocability, scope, or validity of the Arbitration provision or any portion of the Arbitration provision.

Each party shall bear its own costs and attorneys’ fees. The arbitrator shall not have the power to award damages in connection with any Claim in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto.

THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

In the event any portion of this Arbitration provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. You and CloudTask agree that this Arbitration provision will be enforced to the fullest extent permitted by law.

 

Additional Terms For Agency Users

This Agency Membership Agreement (“Agreement”) is a mutual agreement between you (“Agency”) and The Reiter Group LLC dba CloudTask (“CloudTask”), a Florida Limited Liability Company, with offices at 1940 NE 194 Drive, Miami Beach, FL 33179, USA and you, the buyer or recipient of leads or services (“You” or “Your” or “Agency”). Acceptance of these Standard Terms is a condition to Your use of any Leads or Services (as such terms are defined below) provided by CLOUDTASK to You, and You covenant, represent, and warrant that You have the right and authority to enter into this Agreement on behalf of Agency. BY ACCESSING OR USING THE SERVICE YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS MAY BE MODIFIED FROM TIME TO TIME, AS PROVIDED BELOW.

Lead Acquisition Program

Introduction

CloudTask service (“Services”) does not perform sales services for buyers directly, but rather provides an Online Marketplace that empowers a global community of Company Users (“Buyers”) and Agency Users (“agencies”) to find, sign and collaborate with each other on B2B lead generation and sales campaigns through the CloudTask Website (www.cloudtask.com), the CloudTask Services, and CloudTask software applications (“Applications”).

Agencies at all membership levels will be eligible for the Lead Acquisition Program and, as such, may at no charge register, create a User Account, highlight your Agency’s capabilities, portfolio and experience, indicate types of campaigns you are interested in, receive project notifications and utilize the CloudTask Website, Services, and Applications to create sales relationships with Buyers using the CloudTask Website (www.cloudtask.com), the CloudTask Services, and CloudTask software applications (“Applications”). Engagements related to the Lead Acquisition Program will be governed by the terms set forth in this section.

Lead Generation and Delivery 

Cloudtask shall collect information regarding Buyers that may be interested in being matched with Agency for the purposes of obtaining sales qualified leads (each, a “Lead”) and may deliver Leads to Agency (the “Services”). Such information shall include, but may not be limited to, the following with respect to each Lead: email address, phone number, street address, city, state, and zip code. 

Agency shall receive a username and password to a CloudTask customer self-service interface (“Portal”), allowing 24 hour access to all Leads. The Portal is a web page or cellphone app based interface available to Agency through which (i) updates to these Standard Terms may be provided; (ii) Agency may manage campaigns; (iii) Agency may update, adjust and maintain “Agency Information”, which shall include ideal Buyer profile details, payment information, and volume parameters; and (iv) Agency may view information about Leads received by Agency.  CloudTask will deliver Leads as requested by Agency in the Portal. Please note that CloudTask does not guarantee continual delivery by Agency’s preferred methods.

Disputed Leads

Agency may dispute Unqualified Leads (as defined below) within three (3) days of receipt (the “Dispute Period”) to receive credit for such Unqualified Leads. All Unqualified Leads not returned within the Dispute Window shall be deemed qualified and payment shall be due in full. For purposes of this Agreement, the defined term “Unqualified Lead” shall mean any leads returned for invalid contact information (phone number or email address). All Unqualified Lead disputes are subject to review by CloudTask for approval or denial. Upon receiving notice of termination, all Leads delivered to Agency will be deemed qualified.

Use of Leads

Leads and the related Services are provided by CloudTask on a non-exclusive basis for a specific type of lead generation-related product or service (the “Vertical”).  Agency shall use the information contained in Leads solely to contact the applicable buyer regarding such buyer’s interest in making a purchase from Agency with respect to the products and services in the Vertical. Agency may not use the Leads or Services for purposes of marketing or offering products and services other than those in the Vertical for which the buyer has specifically inquired about.  Agency (i) shall not sell, transfer or otherwise disclose information contained in Leads to any affiliated or unaffiliated third party unless and until Agency obtains the buyer’s authorization to do so in accordance with applicable law;  (ii) agrees to use and disclose Lead information only in accordance with applicable law;   (iii) will not suggest or encourage buyers to contact CloudTask for the purpose of having the buyer “cancel” their Lead and (iv)  will not reveal any of CloudTask’s pricing information to any third party without CloudTask’s prior written consent.  For purposes of clarity, all CloudTask pricing information is CloudTask’s Confidential Information.

Distribution of Leads

CloudTask will compare buyer’s sales campaign requirements and certain other relevant information provided by the buyer to Agency’s Evaluation Criteria (as defined below) through the use of CloudTask’s proprietary standardized filter systems.  “Evaluation Criteria” means criteria supplied by Agency and used by CloudTask to evaluate them to Lead information submitted by buyers.  CloudTask may transmit Leads to Agency if such Leads match Agency’s Evaluation Criteria.  The parties acknowledge and agree that: (i) CloudTask is under no obligation to transmit any particular Lead to Agency, even if such Lead matches Agency’s Evaluation Criteria; and (ii) CloudTask may transmit Leads to other participating agencies at any time.

Advertising Content

Agency shall provide to CloudTask all links, images, graphics, text and URL’s (collectively the “Content”) necessary for CloudTask to provide the Services. Agency grants CloudTask the right to use, reproduce, publicly display, and distribute the Content for the purpose of providing the Services.

Term of Agreement

The term of this Agreement shall continue until either party terminates the Agreement pursuant to Termination of Agreement Section.

Termination of Agreement

Either party may terminate this Agreement at any time for any reason upon twenty-four (24) hours’ notice to the other party via the Portal. Promptly upon termination, CloudTask shall cease providing the Services and Agency’s account with CloudTask shall be terminated. Upon termination of this Agreement, Lender shall pay to CloudTask any amounts due and payable for Services provided prior to the date of termination. All deposits made to CloudTask will be refunded via the payment method on file within 30 days of termination.   All provisions intended to survive the termination of this Agreement shall expressly survive termination and shall continue in force and effect, without limitation.

Agency Representations and Warranties

Agency hereby represents and warrants to CloudTask that: (a) it shall have in effect all licenses and authorizations required by all applicable authorities allowing it to offer the services and products in the geographies in which it is doing business that are the subject of the Lead; (b) it shall comply with all local, state, and federal laws, ordinances, regulations, and orders applicable to its use of the Leads and any calls or other interactions with buyers resulting from the Leads, including without limitation the Telephone Consumer Protection Act and related regulations and authority (the “TCPA”), the CAN-SPAM Act, and/or any other federal and state laws and regulations governing the marketing, promotion, and/or sales of good or services, including without limitation general consumer protection laws and regulations; (c) the Content, trademarks, logos, testimonials and other materials submitted to CloudTask by Agency do not and shall not contain any content, materials or advertising that is inaccurate or that infringes on or violates any intellectual property rights of any third party; (d) the Content and other materials submitted to CloudTask by Agency shall comply with all applicable local, state and federal laws, ordinances, regulations and orders; and (e) it will ensure that its employees, contractors, and agents comply with the foregoing and all terms set forth within this Agreement.

Disclaimers

  1. CLOUDTASK
    1. CLOUDTASK is not an agency and is not engaged in generating leads or related Buyer-based sales services on behalf of Buyers.
    2. CLOUDTASK does not attempt to fulfill any regulatory obligations, including notices or disclosures, which may be triggered by Agency’s receipt of or response to buyers’ proposal requests or Lead information and CLOUDTASK’s obligations hereunder are limited to providing the CLOUDTASK Services.
    3. CLOUDTASK does not make any representations or warranties regarding the number or quantity of Leads that will be transmitted to Agency, the identity of buyers whose proposal requests are transmitted to Agency, the validity or accuracy of any proposal request or Lead information or the creditworthiness of buyers.
    4. CLOUDTASK may not be able to offer Agency’s products and services to residents of every geography.  
    5. CLOUDTASK shall have full discretion with respect to which products and services it will offer to buyers in any particular jurisdiction at any time; and
    6. Leads do not constitute prequalification or a purchase agreement.
  2. General. 
    1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CLOUDTASK SITE AND PORTAL IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, CLOUDTASK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification

Agency shall defend, indemnify and hold harmless CLOUDTASK and its subsidiaries, affiliates directors, officers, employees, agents or assigns from and against all, actions, claims, costs, liabilities, judgments, expenses, and damages (including amounts paid in settlement, accounting fees, expert costs and fees and reasonable attorneys’ fees) (collectively, “Losses”) resulting from a third-party claim, suit or investigation to the extent such Losses arise out of or are in connection with: (i)  Agency’s breach of this Agreement, including without limitation any terms, covenants, warranties, or representations made within this Agreement; (ii) Agency’s violation of applicable law; (iii) infringement of intellectual property rights, contract rights or tort rights (including the right of publicity or right of privacy) of any third party; (iv) any act  or omission of Agency including, without limitation, any acts or omissions relating to consumer privacy, applicable law, appropriate approvals and licenses;  or (v) any negligent act or willful misconduct by Agency or Agency’s directors, officers, employees, agents or assigns; and Agency agrees to promptly pay and fully satisfy any and all Losses, incurred or sustained or reasonably likely to be incurred or sustained, by CloudTask as a result of any claims of the types described in this Section 10.

Liability Limitations

EXCEPT IN THE EVENT OF A BREACH OF CONFIDENTIALITY SECTION OF THIS AGREEMENT, AGENCY’S OBLIGATIONS WITH RESPECT TO BUYER INFORMATION AND INFORMATION SECURITY, OR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, IN CONTRACT, TORT, OR OTHERWISE, FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF ANTICIPATED PROFITS RESULTING FROM PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CLOUDTASK’S LIABILITY TO AGENCY EXCEED THE AMOUNT OF THE FEES AGENCY HAS PAID CLOUDTASK IN THE PRIOR ONE (1) YEAR PERIOD UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.   THE PARTIES AGREE THAT THIS SECTION 11 REPRESENTS A REASONABLE ALLOCATION OF RISK.

Pricing / Terms of Payment / Disconnect Provision.

  1. Agency agrees to purchase Leads placed in Agency’s Account at the prices set by CloudTask. Notwithstanding the foregoing, prices are subject to change at any time at CloudTask’s sole discretion. CloudTask will notify Agency of any pricing changes prior to the change.  Upon such notification, Agency will be bound by any such pricing changes, regardless of Agency’s failure to review the then-current price list or to read or receive any related notification for any reason, subject to Agency’s right to terminate this Agreement in accordance with Termination of Agreement section above.
  2. CLOUDTASK requires Agency to maintain a minimum balance equal to or greater than the then-current price of a Lead (“Minimum Balance”) on their payment method. If the Minimum Balance is exhausted, CloudTask may (i) continue to perform the Services and deliver Leads to Agency and shall have the right to charge Agency’s card the greater of the requisite Minimum Balance or the amount selected by Agency in the Portal;  or (ii) CLOUDTASK may pause Agency’s account. The purchase of a Lead is not refundable except to the extent such Lead is an Unqualified Lead reported to CLOUDTASK during the Dispute Period, as expressly stated within this Agreement.  Agency may view in the Portal all Leads delivered to Agency and billed in the previous month, plus any service charges that may be applied.
  3. Agency agrees to provide CLOUDTASK with current and valid credit card information (type, name, number, expiration date, etc.) and hereby authorizes CLOUDTASK to charge the credit card provided by Lender in the amounts owed or otherwise agreed upon, plus any applicable taxes.
  4. In the event of a declined charge, CLOUDTASK reserves the right to suspend Lead delivery and notify Agency of declined card. Agency has (3) business days after notification to provide CLOUDTASK with payment sufficient to maintain the Minimum Balance.   Failure to return Agency’s account to the Minimum Balance may result in termination of Lender’s account in the Portal.
  5. All amounts due hereunder shall be paid in U.S. dollars. All amounts invoiced shall be exclusive of taxes, and Agency shall be responsible for all applicable taxes, customs, duties, fees and levies of any nature whatsoever. CLOUDTASK reserves the right to terminate Agency’s Portal access if payments due to CLOUDTASK are not received in accordance with this Agreement.

Production Credits and Advertising

Agency hereby grants to CLOUDTASK the right and license to use Agency’s corporate logo, and any testimonials in any advertising or public relations campaigns related to promotion of the Services. Additionally, it is understood that CLOUDTASK shall have full authority and permission to receive site and screen credits acknowledging its role as the developer of the Internet presence and producer of any associated multimedia.

Confidentiality

  1. Nondisclosure and Non-use.  The parties acknowledge that each party  (the “Recipient”) will receive in connection with this Agreement confidential information relating to the other party’s (the “Disclosing Party”) business, including but not limited to, information regarding the Disclosing Party’s products, services or offerings; planned marketing or promotion of the Disclosing Party’s products, services or offerings; the Disclosing Party’s business strategies, policies or practices; the Disclosing Party’s inventions, patents and patent applications, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” trade secrets, any and all customer information, including without limitation, customer lists, customer names, addresses, property descriptions, credit information, and loan offer and approval information, and all other information related to customers, price lists and pricing policies; financial information, including budgets, forecasts, projections, operating results and financial statements; and information received from others that Disclosing Party is obligated to treat as confidential (collectively, “Confidential Information”). All pricing information, including, without limitation, the specific prices Agency pays, is CloudTask Confidential Information.  Except as otherwise set forth herein, each party agrees to protect and maintain the secrecy of the Disclosing Party’s Confidential Information by, among other things: (i) treating such information with at least the same standard of care and protection which such party accords its own confidential and proprietary information but in any event with no less than a reasonable degree of care; (ii) using care in the assignment of personnel who receive or have access to such information, and instructing and obtaining the prior written agreement of such personnel to take all reasonable precautions to prevent unauthorized use or disclosure thereof; and (iii) not using, disclosing or exploiting such information except as necessary to perform any services or obligations hereunder or as otherwise pre-authorized by the Disclosing Party in writing.
  2. Exceptions. Confidential Information does not include any information that the Recipient can demonstrate:  (i) was in the public domain at the time it was received; (ii) enters the public domain through no fault of the Recipient; (iii) is independently developed by Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is disclosed as required by law (including disclosures necessary or appropriate in filings with the Securities and Exchange Commission or other governmental body).  In addition, Recipient may disclose the Disclosing Party’s Confidential Information to a legal, judicial or governmental entity, or as required by the rules or orders of a court or governmental entity, provided that, before such disclosure, Recipient, if legally permissible, shall give reasonable advance written notice of such so that the Disclosing Party can seek a protective order or the appropriate protection for the Confidential Information and the Recipient uses reasonable efforts to have such information treated as confidential and under seal.
  3. Destruction of Confidential Information. Upon termination of this Agreement, and on written request of the Disclosing Party, the Recipient will promptly destroy, and provide satisfactory certification of such destruction, all tangible items containing the Disclosing Party’s Confidential Information; provided, however, that the Recipient shall be permitted to maintain a copy as required by Applicable Law, the record keeping requirements of any applicable authority and/or any internal compliance policies.  Any Confidential Information retained pursuant to this Section shall remain subject to the confidentiality provisions contained in this Agreement for so long as it is retained by the Recipient.
  4. Injunctive Relief. Each party acknowledges that all of the Disclosing Party’s Confidential Information is owned solely by the Disclosing Party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury to the Disclosing Party, the degree of which would be difficult to ascertain.  Accordingly, notwithstanding Section 14, each party agrees that the Disclosing Party will have the right to seek an immediate injunction enjoining any breach or alleged breach of this Section, wherever it deems appropriate, as well as the right to pursue any and all other rights and remedies available at law or in equity in the event of such a breach or alleged breach.

Governing Law / Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflict of laws. The parties agree that any action, suit, claim or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought by the parties in a Florida state court or a federal court sitting in Miami-Dade County in the State of Florida, which shall be the exclusive venue of any such action, suit, claim or proceeding. Each party waives any objection which such party may now or hereafter have to the laying of venue of any such action, suit, claim or proceeding, and irrevocably consents and submits to the jurisdiction of any such court in Miami-Dade County in the State of Florida (and the appropriate appellate courts) in any such action, suit, claim or proceeding. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law.

Miscellaneous

  1. Force Majeure. CloudTask shall not be liable for any nonperformance, delay, error, data loss or other loss caused by an event or conditions that are beyond the reasonable control of CloudTask.
  2. Non-waiver. Any failure byCloudTask to insist upon or enforce strict performance by Lender of any of the provisions of this Agreement, or to exercise any right or remedy under this Agreement, shall not be construed as a waiver or relinquishment of CloudTask’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same shall be and remain in full force and effect.
  3. Independent Contractor. CloudTask shall be and act as an independent contractor (and not as the agent or representative of Agency) in the performance of this Agreement. This Agreement shall not be interpreted or construed as (a) creating or evidencing any association, joint venture, partnership or franchise between the parties, (b) imposing any partnership or franchisor obligation or liability on either party, or (c) prohibiting or restricting CloudTask’s performance of any services for any third party.
  4. Entire Agreement; Conflict. This Agreement constitutes the entire agreement and supersedes any and all prior agreements between CloudTask and Agency with respect to the Services.
  5. Amendment; Assignment. CloudTask reserves the right, at any time and from time-to-time, to update, amend, revise, supplement and otherwise modify these Standard Terms and to impose new or additional rules, policies, terms or conditions on Agency’s participation in Services at any time without liability.  Agency’s continued use of the Services after notice that the Standard Terms have changed shall constitute Agency’s acceptance of such modification or amendment.  Notice of any changes to the Standard Terms will be made by posting updated Standard Terms in the Portal, and Lender shall regularly check the Portal for updates to these Standard Terms. Agency shall not assign or transfer any of its rights, obligations or interest in this Agreement without CloudTask’s prior written consent.

Client Conversion Program

Introduction

Some buyers from the CloudTask Marketplace will enroll the assistance of a CloudTask Campaign Advisor to facilitate the process of contracting one or more Agencies that will manage their outsourced sales campaign(s). 

Approved Agencies members, designated as Prime Members, will be eligible for this Client Conversion Program and, as such, can be matched with buyers that will contract and pay the Agency through CloudTask.  Engagements related to the Client Conversion Program will be governed by the terms set forth in this section.

Definitions

As used in this Agreement, the following terms shall have the following meanings:

  • Buyer(s): Buyer(s) means, any company or entity that has indicated an intention to purchase services through CloudTask, is specified in any CloudTask purchase agreement, or  is the recipient of services specified in a CloudTask purchase agreement.
  • Purchase Agreement(s): A purchase agreement means the form(s), no matter the title, evidencing the Service Fee, Service Terms and Duration of the Service(s) and any subsequent purchases requested in the transaction. [See Appendix Item A for example]
  • Agency: Agency users are independent professionals who offer to perform B2B lead generation and sales services for Buyers directly and not for or to CloudTask. They are not employees or agents of CloudTask, which is merely a marketplace for businesses to find and hire Agencies.
  • Poor Performance: Poor Performance means failure of Agency or Buyer to properly meet the expectations of the Purchase Agreement in a competent manner.

Relationship Of Parties 

The relationship of Agency to CloudTask is that of an independent contractor. Agency shall not represent itself as having any authority; either expressed or implied, to make any commitments, promises, or contracts on behalf of CloudTask. All of the costs incurred by Agency in the provision of services (as indicated on the Purchase Agreement) to CloudTask Buyers shall be the sole responsibility of Agency. Nothing herein entitles Agency to have any exclusive rights to any services offered by CloudTask, or any such services sought by CloudTasks’ Buyers. Agency recognizes that CloudTask may choose to work with a number of different companies for the services indicated on the Purchase Agreement, in any region, including a region Agency is serving, without in any way violating this Agreement. 

Agency Users must comply with and promptly provide, complete and up-to-date information on the Services at all times. 

Any Agency User must ensure that their services are in full compliance with all applicable laws and regulations. CloudTask does not assume responsibility for ensuring that Agency User meets applicable legal requirements. Rather, CloudTask relies primarily on its Agency Users to ensure that the Campaign is compliant. To the extent that Agency makes any of their own compliance decisions, with the consent of the Buyer, Agency must comply with the law. 

CloudTask will not assume any liability if Agency User or a Buyer suffers any loss due to an actual or alleged law violation. Notwithstanding the foregoing, Agency User acknowledges that CloudTask has and is taking active steps to ensure the compliance of its vendors and affiliates, including by having Agency agree to these terms and otherwise. 

Notwithstanding anything contained herein to the contrary, Agency shall indemnify and defend CloudTask (including for its attorney’s fees) from and against any actual or alleged TCPA or other law violation related to Agency’s Services provided hereunder.

Representation

To the extent allowed by law, Agency shall at all times be a 1099 independent contractor of CloudTask, and not of the Buyer, and shall not be an employee, co-venturer or co-owner of either. Agency shall take all necessary steps to file appropriate tax statements and will cooperate with Hiring Company and CloudTask as necessary to facilitate any necessary filings on Agency User’s behalf. Agency will not work more hours than would be permitted for an independent contractor in the jurisdiction in which Agency resides or performs the services.  

 

Agency shall not represent itself to be CloudTask, or use the CloudTask name, logos, trademarks, or other corporate identification marks without prior, written consent from CloudTask. Agency acknowledges CloudTask’s exclusive right to its trade name and all related names, logos, trademarks and confidential documents. Nothing herein conveys any exclusive rights or representation to Agency, and the parties acknowledge and agree that CloudTask, in its sole discretion, may elect to provide part or all of the services, which are the subject of this Agreement directly to Buyers without using Agency or by using other service providers.

 

Agency Service Obligations

Agency certifies that they have truthfully represented all qualifications and experience to CloudTask, and that they have never been convicted of a crime of fraud or dishonesty, or any felony of any kind, within 10 years preceding or during the time in which work is performed for CloudTask’s Buyers.

Contact records received by Agency from CloudTask, and/or from CloudTasks’ Buyers, for the purpose of performing services indicated in the Purchase Agreement, shall be governed by these Terms. 

Agency shall ensure that at all times, any and all services it provides to any Buyers from CloudTask are upon receipt of a Purchase Agreement from CloudTask, and that all such services are performed to the highest levels of diligence, professionalism and data security standards.   

Agency agrees to personally perform services for any CloudTask Purchase Agreement under which the Agency is working. 

Agency agrees that all services performed under a CloudTask Purchase Agreement will be performed in a professional, workmanlike and timely manner and that Agency will timely deliver to Buyer any agreed upon materials. If an Agency accepts a meeting or a task from a Buyer and does not appear for the meeting or task, or disappears from a task without providing notice to the Buyer, CloudTask reserves the right to temporarily or permanently block the Agency’s access to the CloudTask platform.

Agency is solely responsible for ensuring that delivery of services to CloudTask Buyers fulfills the expectations advertised by Agency and defined in the Purchase Agreement for the entirety of the Agreement term.

Agency will properly document, process and honor all opt outs and transmit the same back to the relevant Buyer.

Agency will adhere to the guidelines provided by Buyer when performing services on a Buyer’s behalf, so long as the same complies with the law. 

Agency will at all times act in a professional manner while performing services on behalf of CloudTask’s Buyers and not use profanity, vulgarity, or any inappropriate, discriminatory inflammatory, harassing or offensive statements of any kind.

Agency will not request or obtain any sensitive or personal or protected financial or health information, including without limitation any credit card number, unless authorized by law and by the Buyer.

Agency will accept, record and transmit to the Buyer, any internal opt-out Agency receives, and shall never call such individuals again on behalf of that Buyer.

CloudTask shall not be liable for any accident occurring at Agency User’s location of work or any conduct of Agency User and Agency User shall obtain, prior to performing any services for CloudTask’s Buyers, commercially reasonable general liability insurance with a policy limit of at least $1,000,000 and shall list CloudTask as an additional insured on any such policies. Agency User shall provide CloudTask with documentation demonstrating such insurance is in place, upon request.

In the event of a billing dispute between Agency and CloudTask, Agency agrees to make its best effort to resolve the dispute without interruption to service for up to 20 calendar days after the scheduled payout date. If the dispute has not been resolved by the 20th day, Agency has the right to suspend services until resolution has been achieved.

Service Fees Charged to Agencies

If a Buyer chooses to engage an Agency and the Agency accepts the engagement, CloudTask will keep 15% of the monthly contract value, as defined in the Purchase Agreement, each pay period, for use of the CloudTask Website, Services, and Applications and disburses the rest to the Agency. Any monies collected from the Buyer on behalf of the Agency above and beyond that 15% will be passed through in full to the Agency. Where applicable, CloudTask may also collect taxes (such as value added tax (VAT) in Europe).

Disbursements to Agencies

All payments from Buyers are due before the start of work. Once payment is processed and cleared any such payments owed to the Agency shall be processed and disbursed to the Agency's business banking account as per the following terms:

First Payment:  Once Buyer’s payment is processed and cleared any  such payments owed to Agency shall be processed and disbursed to the Agency's business banking account within 3-5 business days.

Payments 2+: Once Buyer’s payment is processed and cleared, any such payments owed to Agency will be processed and disbursed to the Agency's business banking account on the 15th day of the month.

CloudTask shall pay Agency in accordance with Agency pricing (provided to CloudTask by Agency). CloudTask shall ensure that its charges and invoices are in accordance with Agency pricing, and no extra costs or expenses shall be included therein unless expressly authorized by Agency in writing. 

Payment by CloudTask shall be made in accordance with the terms and conditions of CloudTask Services, as outlined in the “Purchase Agreement,” and only upon full compliance by Agency with all terms and conditions of service, reports, billing and other applicable provisions of this Agreement.

Notwithstanding any other provision of these Terms of Service, and except as prohibited by applicable law, if CloudTask determines that an Agency has violated these Terms of Service or any other conditions and restrictions of the CloudTask Website, CloudTask Services or any CloudTask Application, CloudTask may hold the disbursement of fees to the Agency. 

Additionally, CloudTask may hold the disbursement of fees to Agency if: (a) we require additional information before we may lawfully release funds, such as tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the fees due may be subject to a dispute or chargeback; (c) we suspect fraud or have proof that the Agency has committed actual fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a CloudTask Purchase Agreement, these Terms of Service or other terms of service to which Agency and/or Buyer is a party; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, CloudTask reserves the right to revoke any payments and hold all fees otherwise due to Agency (not just the fees due to the Agency under the specific CloudTask Purchase Agreement(s) being investigated) unless prohibited by applicable law. 

Additionally, CloudTask reserves the right to seek reimbursement from the Agency, and Agency will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or campaign for which you were engaged by a Buyer; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with these Terms of Service yet we receive any chargeback from the payment method used by you if you are a Buyer, or used by your Buyer if you are a Agency. 

Agency agrees that CloudTask has the right to obtain such reimbursement by charging any accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of your User Account and revocation of your access to CloudTask Services and Applications.

CloudTask shall not be obligated to disburse funds that are payable to an Agency for an engagement prior to when the Agency’s Service Fees are due and payable from the Buyer. Agencies shall not be entitled to receive interest or other earnings on any funds held by CloudTask prior to disbursement to Agencies. 

AGENCIES THAT ARE NOT CLOUDTASK PRIME MEMBERS, HAVE NO RECOURSE AGAINST CLOUDTASK FOR NON-PAYMENT OF CONTRACTOR SERVICE FEES BY BUYER. PLEASE ALSO SEE SECTIONS 11 (NO WARRANTIES) and 12 (LIMITATION ON LIABILITY) WHICH PROVIDE AMONG OTHER THINGS THAT CLOUDTASK DOES NOT WARRANT OR GUARANTEE PAYMENT BY BuyerS OR THAT THE CLOUDTASK WEBSITE, SERVICES AND APPLICATIONS WILL BE WORKING, AND IN WHICH YOU AGREE THAT CLOUDTASK WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES INCURRED FOR ANY REASON INCLUDING NON-PAYMENT AND INABILITY TO USE THE CLOUDTASK WEBSITE OR ANY CLOUDTASK SERVICES OR APPLICATIONS.

Termination

Either party may terminate this agreement by providing a written 30-day notice to the other party. Upon notice, any work for which Agency had already been engaged by CloudTask can be terminated at the discretion of CloudTask. Agency will ensure the timely and proper completion of work. 

Without prejudice to the foregoing, CloudTtask may terminate this Agreement at any time or for non compliance with the requirements as defined in the relevant Purchase Agreement by giving Notice of Termination at any time for any reason such as poor performance.

 

Mutual Non-Disclosure And Confidentiality

During the period of this Agreement, CloudTask and Agency may disclose to each other certain confidential information which may consist of but shall not be limited to, trade secrets, Buyer lists, technical information, proprietary information which relates to Disclosing Party’s business (including without limitation, business plans, financial data, Buyer information, marketing plans, missions and activities, competitive strategies, statistical information, research and development, transactional information, software development plans and inventions (whether or not patentable), information from results of operations, as well as other proprietary and confidential information (hereinafter “Confidential Information”). 

 

CloudTask and Agency recognize that such Confidential Information is a valuable, special and unique asset to both entities which may provide to CloudTask and Agency with a significant competitive advantage and both parties understand and acknowledge that the disclosure of any such Confidential Information to unauthorized individuals and/ or companies will prejudice the ability to either entity to conduct its business successfully. In consideration of the willingness of both CloudTask and Agency to disclose certain Confidential Information to each other, both parties hereby agree to receive and retain the Confidential Information in strict confidence and to use the Confidential Information only in the furtherance of the business relationship between the parties to this Agreement. 

 

Without the prior written consent from one another, CloudTask and Agency will not:

 

Disclose any Confidential Information to any third party or entity nor give any third party or entity access thereto;

Use any Confidential Information in any manner except of the express business purpose and relationship between Manufacturer and/or;

 

Disclose to any third party entity the fact that Confidential Information is being made available to both parties. 

 

Both CloudTask and Agency further agree to make no other use of the Confidential Information, to make the Confidential Information available only to its employees and those with a need to know in order to perform their duties in connection with the limited purposes of this Agreement. The prohibition against disclosure of Confidential Information will survive the termination or expiration of any business relationship between CloudTask and Agency for a period of three (3) years. 

 

Both CloudTask and Agency acknowledge and agree that money damages will not be a sufficient remedy for any breach of this prohibition on disclosure of Confidential Information. Both Parties will ensure that all of its employees, agents or representatives who come into contact with either entity, its business or Confidential Information, will execute this Agreement, and agree to be bound by the terms herein.

 

The terms and provisions of this Section shall survive the expiration or termination of this Agreement, and shall remain in full force and effect and bind the parties hereto from the date of execution hereof and for three (3) years from the termination of this Agreement.

 

Non-Circumvention

(a) The fees charged by CloudTask are the primary consideration received by CloudTask for providing, maintaining and servicing the CloudTask Services and Applications. Except as otherwise provided in the following Section (b), you agree to take no steps to circumvent CloudTask’s entitlement to and receipt of the fees to which it is entitled. 

Accordingly, except as provided in Section (b) of this section, Agency agrees that it must use CloudTask Website, Services and Applications as the sole and exclusive method to retain a Buyer identified though the CloudTask Online Marketplace. By way of illustration, you may not: (i) submit proposals or solicit parties identified through CloudTask Services to contract, deliver services, invoice, or receive payment outside the Services; or (ii) invoice or report on CloudTask Services, request an invoice or payment amount lower than that actually communicated in a CloudTask Purchase Agreement.

 

(b) Notwithstanding the limitations set forth in the foregoing Section (a), Agency agrees that for each Buyer identified through CloudTask Services that Agency accepts work from outside of the CloudTask Services Terms in violation of this Section, Agency shall pay CloudTask a one-time payment of $3,000. Agency agrees that we have the right to obtain such payment by charging any accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. Failure to pay this fee is cause for termination of your User Account and revocation of your access to CloudTask Website, Services and Applications.

 

(c) Agency understands and agrees that CloudTask has no ability to independently monitor the independent activities of Buyers and Agencies outside the CloudTask platform. Thus, Buyer agrees that the provisions of Section (b), including the $3,000 fee, shall apply under the following circumstances: (a) if Agency requests a meeting with Buyer and provides a link to schedule a that meeting outside the CloudTask Service; or (a) if Buyer interviews an Agency through the CloudTask Service but the Agency is not responsive to their CloudTask representative post-interview.

You agree to promptly notify CloudTask if another User improperly contacts you or suggests making or receiving payments outside of CloudTask Services. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CloudTask by sending an email message to: legal@cloudtask.com.

Non-Solicitation

This Non-Solicitation section applies to both CloudTask and Agency and shall remain in full force and effect throughout the duration of this Agreement and for a period of an additional twelve (12) months from the termination date of this Agreement.

CloudTask, Agency, its agents, employees and representatives shall not solicit or refer to others of CloudTask and Agencies, Buyers, employees, or business contacts for any purpose which is competitive with both entities, its business, services, and products without the prior written authorization of CloudTask or Agency.

Further, CloudTask, Agency, its agents, employees and representatives  shall not sell or agree to sell any services directly or indirectly or agree to provide any services similar to those in the Agreement to any Buyer of both parties or any potential Buyers or the use of either entity's services. 

CloudTask, Agency, its agents, employees and representatives agree that they will direct any inquiries or requests for information by any Buyers only to each other. 

Without prejudice to the foregoing, Agency, its agents, employees and representatives, shall have the right to conduct business with departments and franchises of the same group of companies, that are not directly related to or actively in business with CloudTask. 

Data Protection

Agency agrees, that in order to cite as evidence appropriate safeguards with respect to the protection of privacy of CloudTask under this Agreement, to adhere to provisions of the Data Protection Agreement between CloudTask and its Buyers. Agency further agrees that CloudTask shall have the right to collect and use any and all lead information and that CloudTask is the sole owner of all onboarding materials.

Professionalism

Agency shall perform the services in a professional, courteous and   businesslike manner and to the specification as defined in the attached Purchase Agreement. Failure to comply with this clause may result in termination of this Agreement pursuant to Section six (6) Termination.

Indemnification  

Agency and CloudTask will save each other harmless of any and all liabilities as a result of claims, demands, costs including attorney’s fees, which may result from any act of its officers, directors, agents or employees in performing its obligations under the terms of this Agreement or which may result from its breach of any of the terms and conditions of this agreement.

Miscellaneous

This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto. All clauses and covenants contained in this Agreement may be severed and in the event, any of them is held to be invalid by any court, this Agreement shall be interpreted as if such invalid clauses and covenants were not contained herein. Captions and headings are for convenience only and shall not modify, abrogate or otherwise affect the terms and provisions herein. This Agreement will be construed according to the laws of the State of Florida. This Agreement has been entered into as a result of a fully negotiated and bargained exchange, and neither party shall be deemed the drafting party for purposes of interpreting the Agreement, or ambiguities if any against the drafter.

Counterparts

This Agreement may be executed in counterparts, and the combined signature pages so executed will operate as one fully executed Agreement. Signatures will be valid if exchanged by facsimile, electronic mail, or other means regularly employed for exchanging signatures on Agreements in the industry.