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.