Terms Of Service

The CloudTask Terms of Service is comprised of the following agreements

- General Terms Of Use -

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 The Reiter Group LLC dba CloudTask (“Company,” “we,” “us,” or “our”) and you and/or the legal entity you represent when you (“You” or “User”) access and use the https://cloudtask.com website, any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”), as well as, 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 agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use.

Further, 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”). These Terms include the provisions in this document, as well as those in our Privacy Policy.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site. 

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. 

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. CloudTask reserves the right, in its sole and absolute discretion to revise and update these Terms, in whole or in part, at any time. Such changes will be effective immediately when we post them and apply to all access to and use of this website thereafter. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. 

Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. If you continue to use the Site and Services after the date that such revised Terms are posted will be deemed to have been made aware of and to have accepted the changes in any revised Terms. 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. 

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.

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. If you have any questions, comments or concerns regarding these Terms of Service, please contact us at [email protected].

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. 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.

CloudTask Services

CloudTask is neither a call center nor 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 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”).

Sales Agencies work as a supplement to or a replacement for the Buyers’ in-house efforts, enabling them 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

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. 

Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

User Representations

By using the Site, you represent and warrant that:  (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  6. Make improper use of our support services or submit false reports of abuse or misconduct.
  7. Use the Site in a manner inconsistent with any applicable laws or regulations.
  8. Engage in unauthorized framing of or linking to the Site.
  9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  11. Delete the copyright or other proprietary rights notice from any Content.
  12. Attempt to impersonate another user or person or use the username of another user.
  13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  14. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  20. Use a buying agent or purchasing agent to make purchases on the Site.
  21. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  22. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

User-Generated Contributions 

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

Contribution License

By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.  

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Third-Party Website And Content

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://www.cloudtask.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to the Site infringes on your copyright, you should consider first contacting an attorney.

Term And Termination

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications And Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.  

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

Governing Law

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least ninety (90) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Miami Dade County, Florida. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.      

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Miami Dade County, Florida, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations Of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User Data

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic Communications, Transactions, And Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

California Users And Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

- Agency | General Terms of Service -

These Terms of Service (“Terms”) are a binding contract between The Reiter Group, LLC dba CloudTask (“CloudTask”, “we”, “us”, or “our”), the Company requiring services described in this Purchase Agreement (“Client”) and the Independent Contractor providing such services described in this Purchase Agreement (“Service Contractor”). 

WHEREAS, CloudTask facilitates the relationship and transactions between the Client User and Service Contractor User;

WHEREAS,  the Client User desires to retain the Service Contractor User for the provision of services detailed in the line items of this Purchase Agreement; and 

WHEREAS, the Service Contractor User desires to perform such services for the Client User, and declares that it has the skills, knowledge and resources required to do so.

BY EXECUTING THIS CLOUDTASK PURCHASE AGREEMENT YOU UNDERSTAND AND IRREVOCABLY AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE PAYMENT PROVISIONS, DISPUTE RESOLUTION PROVISIONS, AND MANDATORY BINDING ARBITRATION/JURY TRIAL AND CLASS ACTION WAIVER PROVISIONS. 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. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT EXECUTE THIS CLOUDTASK PURCHASE AGREEMENT.

CloudTask Marketplace

The CloudTask Marketplace provides buyers (“Clients”) and Sellers (“Service Contractors”) of sales services a means of finding, negotiating, contracting, and paying each other through the CloudTask Website (www.cloudtask.com), CloudTask Services, and CloudTask Applications (“Applications”).

CloudTask does not perform services for Clients, but rather acts as an intermediary facilitating the relationship and transactions between the Clients and the Service Contractors. At its core, the CloudTask Marketplace is a ​​vendor management system that acts as a mechanism for Clients to manage and procure sales services from independent contractors. – temporary, and, in some cases, permanent placement services – as well as outside contract or contingent labor.

By supporting implementation of a vendor management system for sales services that standardizes the information provided by both parties, standardizes the workflow, facilitates communications, ease of payment, storage of documents, and performance reviews between Users, our hope is that both Clients and Service Contractors will reduce risks and increase success associated with sales outsourcing.

 

Role Of CloudTask

Client and Service Contractor understand and agree that CloudTask is not involved in or responsible for any work performed by Service Contractor(s), is not involved in or responsible for any payment made under a Service Agreement except as provided in Making Payments Through CloudTask Section of these terms, and has no control over any Service Contractor or Client. 

CloudTask does not guarantee that Client or Service Contractor will perform on the Service Agreement and, therefore, assumes no liability for Service Contractor performance. CloudTask does not have any power or authority to, and does not, 

  • determine any eligibility standards for any Service Agreement, 
  • select or contract any Service Contractor to provide services to Client, 
  • determine or control any term or condition of the Service Agreement executed between the Users, or cause any Service Contractor to accept any Service Agreement or perform any Service Contractor Services. 

The Users agree that Client will select the Service Contractor, that the scope of work will be set exclusively by agreement between Client and Service Contractor, and that Client and Service Contractor will take up any issues with the work and/or its scope between each other.

Contractual Relationship Between Users

This section discusses the relationships you may decide to enter into with another User, including entering into service agreements to purchase or provide B2B Lead Generation and Sales-related Services with another User.

Service Agreements

Users, not CloudTask, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be.

If a User decides to enter into a Service Agreement, the Service Agreement is a contractual relationship directly between the Users; CloudTask is not responsible for and is not a party to any Service Agreement and under no circumstances will any such agreement create an employment or any service relationship between CloudTask and any User.

With respect to any Service Agreement, Users may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand CloudTask’s rights and obligations under the Terms of this Purchase Agreement.

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

Confidential Information

Users agree to follow their own confidentiality terms as defined in the Service Contractor’s Terms that apply to this Purchase Agreement.

Users may agree to any terms they deem appropriate with respect to confidentiality. If Users do not agree to their own confidentiality terms, this Section (Confidential Information) applies.

To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. 

Users specifically agree that this Section applies to information exchanged for purposes relating to evaluating whether to enter into a Service Agreement, even if such agreement is never agreed upon and executed.

Making Payments Through CloudTask

With respect to this Purchase Agreement, payment term, payment obligations, and early termination policies are set by the Users; CloudTask is not responsible for and is not a party to creating any payment obligations between Clients and Service Contractors and under no circumstances will any such agreement create a payment obligation between CloudTask and any User.

Users agree to exclusively use CloudTask to make and receive payments related to Service Agreements that result from a relationship facilitated through CloudTask for a period of an additional twelve (12) months after the termination date of this Purchase Agreement.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Users shall be responsible for payment of any such taxes, levies, or duties. 

U.S. Dollars

The CloudTask website, Services and other Applications operate in U.S. Dollars. 

Tax Liability

Users shall solely be responsible for determining whether any income taxes or other assessments made or imposed by any governmental authority on Service Contractor with respect to the Services rendered and the payments received hereunder.   

Users shall solely be responsible for determining whether applicable law requires formal invoices for Service Contractor Fees and for issuing any invoices so required. 

In the event of an audit of CloudTask, Users agree to promptly cooperate with CloudTask and provide copies of tax documentation and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing that Service Contractor is engaging as an independent contractor as represented to CloudTask.

Client Billing Schedule

Client becomes obligated for fees charged by the Service Contractor (“Service Contractor Fees”), detailed in the Line Items of the quote in this Purchase Agreement, before onboarding the Service Contractor, and no later than the 1st day of each recurring 30-day billing cycle of the Billing Term listed in this Purchase Agreement (recurring payment due dates are automatically set by the billing start date which is represented by the date the Client processes the first subscription payment associated with this Purchase Agreement). Once the Service Term (months) has ended, the Users can choose to continue working together by initiating a new CloudTask Purchase Agreement.

If a recurring payment is late, disputed, or canceled, CloudTask will issue a stop work order to the Service Contractor immediately. Any payment disputes and approval of refunds or credits related to partially used, unused, or disputed months of service will be handled directly between the Users. See details of the dispute resolution process in the Disputes Among Users section of these terms.

If for any reason Client believes that the Service Contractor is not fulfilling the scope of Services outlined in this Purchase Agreement, Client must provide notice of a dispute via email to [email protected] before the 1st day of the next billing month to pause billing and enter dispute resolution.

Client Payment Method

Currently, CloudTask accepts payment only by credit card and ACH transfer. 

Payment With Credit Card

CloudTask facilitates ease of credit card payment between Client and Service Contractor by enabling credit card payments with no additional convenience or transaction fees. 

Payment With ACH

CloudTask facilitates ease of ACH payment between Client and Service Contractor by enabling ACH payments with no additional convenience or transaction fees PLUS 1% account credit to the Client for payments processed using ACH. 

Client must provide account information for at least one valid “Payment Method.” By providing payment details (ex. credit card details, debit card details, ACH details, etc.) to CloudTask, Client represents, warrants, and covenants that: 

  1. Client is legally authorized to provide such information; 
  2. Client is legally authorized to make payments using the payment method provided; and 
  3. Such action does not violate the terms and conditions applicable to Client’s use of such payment method or applicable law. 

When Client assigns a Payment Method to its CloudTask account, Client authorizes payment and represents, warrants, and covenants that there will be 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 Purchase Agreements cannot be collected using the Client’s Payment Method(s) on file, Client is solely responsible for updating the Payment Method.

Client Recurring Payment Authorization

Client authorizes CloudTask to automatically draft any recurring fees associated with this Purchase Agreement on the first day of each month of the billing term defined for each line item of the quote in this Purchase Agreement using the Payment Method on file. If Client does not wish to have payments automatically drafted each month, Client can elect to pay for the total term (months) of the Service Agreement in one payment before onboarding the Service Contractor.

Return of Funds

By not submitting a dispute with the Service Contractor to [email protected] before 1st day of the new billing period, Client automatically and irrevocably authorizes and instructs CloudTask (or its designated third-party processor) to charge the Payment Method on file for the payment amount displayed on the line items of this Purchase Agreement.

Client agrees that once CloudTask pays the Service Contractor associated with this Purchase Agreement, any approval of refunds or credits related to partially used, unused, or disputed months of service will be handled directly between the Users. See details of the dispute resolution process in the Disputes Among Users section of these terms.

Client, therefore, agrees not to ask its credit card company, bank, or other payment provider to charge back any fees invoiced by a Service Contractor 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 Client initiates a charge back in violation of these Terms, Client agrees that CloudTask may dispute or appeal the chargeback and institute collection action against Client. 

Client Failure to Pay

CloudTask reserves the right to terminate or suspend a User Account for non-payment.

If Client fails to pay Fees or any other amounts due owed under this Purchase Agreement, whether by canceling the credit or debit card on record with CloudTask, initiating an improper chargeback, or by any other means, CloudTask will notify Service Contractor to “Pause” delivery of services related to the line items in this Purchase Agreement, revoke Client’s access to the CloudTask Marketplace, including Client’s authority to use the CloudTask Marketplace to enter into Service Agreements with other Service Contractors or obtain any additional CloudTask Services. 

Client Account can be reinstated once the past due payments related to this Purchase Agreement have been paid in full to CloudTask. Without limiting other available remedies, Client must pay CloudTask upon demand for past due amounts owed under this Purchase Agreement, 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 Client, 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.

SERVICE CONTRACTOR HAS NO RECOURSE AGAINST CLOUDTASK FOR NON-PAYMENT WHEN CLIENT FAIL TO PAY CLOUDTASK.  CLOUDTASK DOES NOT WARRANT OR GUARANTEE PAYMENT BY CLIENT OR THAT THE CLOUDTASK WEBSITE, SERVICES AND APPLICATIONS WILL BE WORKING. CLOUDTASK WILL NOT BE LIABLE TO SERVICE CONTRACTOR FOR ANY DAMAGES INCURRED FOR ANY REASON INCLUDING NON-PAYMENT AND INABILITY TO USE THE CLOUDTASK WEBSITE OR ANY CLOUDTASK SERVICES OR APPLICATIONS.

Payments To Service Contractors

Service Contractor becomes eligible to be paid following the 1st day of the billing period when no dispute has been issued by Client and payment has been received from Client. CloudTask pays the Service Contractor Fees minus CloudTask fees to the Service Contractor immediately following receipt of payment from Client. 

Despite best efforts, CloudTask may from time to time encounter circumstances, deemed unavoidable or appropriate, that can delay or otherwise deviate from the typical payment cycle. In the event of this, CloudTask will make its best effort to pay Service Contractor as quickly as possible. Service Contractors shall not be entitled to receive interest or any other additional compensation on any payments due from CloudTask.

Non-Circumvention

Users agree to communicate through CloudTask and make and receive payments only through CloudTask for a period of an additional twelve (12) months from the termination date of this Purchase Agreement (“Non-Circumvention Period), unless Users pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

Users acknowledge that the Service Fees charged to Service Contractors by CloudTask are the primary consideration received by CloudTask for providing, maintaining and servicing the CloudTask Services and Applications. CloudTask only receives the Service Fee when a Client pays CloudTask for services associated with this Purchase Agreement.

Therefore, you agree to take no steps to circumvent CloudTask’s entitlement to and receipt of the fees to which it is entitled and to use CloudTask Payment Methods as your exclusive method to request, make, and receive all payments for service agreements directly or indirectly arising from the relationship with CloudTask and not to circumvent the Payment Methods offered by CloudTask unless you pay a fee to take the relationship direct (the “Conversion Fee”). 

If you use CloudTask as an employee, agent, or representative of another business, then this Non-Circumvention section applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. 

If you, or the business you represent, did not identify and were not identified by another User through the CloudTask, such as if you and another User worked together before using CloudTask, then the Non-Circumvention Period does not apply. 

By way of example only, you agree that during the Non-Circumvention period you will not:

  • Offer or solicit or accept any offer or solicitation from Users identified through CloudTask to contract, hire, invoice, pay, or receive payment in any manner other than through CloudTask Payment Methods.
  • Invoice or report directly to CloudTask or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
  • Refer a User you identified through CloudTask to a third party who is not a User of CloudTask for purposes of making or receiving payments other than through CloudTask Payment Methods.

You agree to notify CloudTask immediately if a person suggests making or receiving payments other than through CloudTask Payment Methods, in violation of this Section, or if you receive unsolicited contact outside of the CloudTask Marketplace. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CloudTask at [email protected]

You acknowledge and agree that a violation of this Non-Circumvention clause is a material breach of the Terms of this Purchase Agreement, and may result in your Account being permanently suspended and charged the Conversion Fee (defined in the Opting Out of Non-Circumvention section below). This Section still applies if you choose to cease using CloudTask Marketplace, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using CloudTask Marketplace.

Opting Out Of Non-Circumvention

You may opt out of the non-circumvention agreement if you pay a fee.

You may opt out of the non-circumvention obligations in with respect to each CloudTask Purchase Agreement only if the Client or Service Provider pays CloudTask a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each CloudTask Purchase Agreement.

You understand and agree that if CloudTask determines that you have violated Section 7, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of CloudTask’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

You agree that the Conversion Fee is 15% of the estimated value of this Purchase Agreement over a twelve (12) month period. The Conversion Fee includes all applicable taxes and is not subject to taxes. 

Disputes Among Users 

Users agree to try to resolve disputes with other Users by following the dispute resolution process in the Service Contractor’s Terms that apply to this Purchase Agreement.

Users acknowledge and agree that CloudTask is neither a party to any dispute between Users, nor obligated to provide any additional dispute resolution assistance. 

Any disputes between Users should be resolved directly between the Users. Users may agree to any terms they deem appropriate with respect to dispute resolution, including those set forth in the Service Contractor’s Terms. If Users do not agree to their own dispute resolution terms, this Section (Dispute Among Users) applies.

For disputes arising between Users, you agree to abide by the dispute resolution process outlined in the Service Contractor’s Terms that apply to this Purchase Agreement. If that process does not resolve your dispute, you may further pursue your dispute as you see fit, but CloudTask is not obligated to provide any additional dispute resolution assistance.

If Service Contractor or Client seeks an order from an arbitrator or court that might direct CloudTask to take or refrain from taking any action with respect to a User Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting CloudTask, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting CloudTask, CloudTask be paid for the reasonable value of the expenses the order obligates us to undertake.

Termination of Purchase Agreement

You and CloudTask both have the right to end this Purchase Agreement, but certain rights and obligations will survive after this Purchase Agreement ends.

Client and Service Contractor have the option to terminate this Purchase Agreement by communicating the termination in accordance with the Service Contractor’s terms of service and sending a written notice to CloudTask via email to [email protected] – 30 days prior to cancellation or within the time frame specified in the Service Contractor’s terms of service, whichever is earliest.

Except as required by law, Client remains obligated to pay the Fees for any services provided prior to termination of this Purchase Agreement.

Unless the Client has waived its requirement for Service Contractor to perform the Services during the said notice period, or any part thereof, Service Contractor shall be obligated to continue to perform all of its obligations under this Purchase Agreement during such notice period. 

Service Contractor shall take all steps, satisfactory to Client, to ensure the orderly transition to any persons or entity designated by Client of all matters handled by Service Contractor during the provision of the Services.

CloudTask Fees

Users agree to pay CloudTask certain fees in exchange for CloudTask providing the Services and agree that CloudTask may collect certain taxes.

CloudTask Service Fees Charged To Client

There is no charge for Client to sign up with CloudTask, to post a Request For Proposal, or review Service Contractor information such as Service Contractor’s profiles, case studies (if available), ratings, and reviews, and discuss the requirements of any given engagement. 

CloudTask Service Fees Charged To Service Contractor

There is no charge for Service Contractor to sign up with CloudTask, Review Requests For Proposals, or Bid on Request For Proposals. When a Service Contractor and Client decide to enter a Service Agreement arising from a direct or indirect relationship with CloudTask Service Contractors agree to pay CloudTask a service fee for the use of CloudTask Marketplace features (including marketing, invoicing, reporting, payment, and dispute resolution services, etc.), as set forth in the AgencyHire | Additional Terms for Agencies (the “Service Fees Charged to Agencies”). 

CloudTask Ratings & Reviews System

Service Contractor and Client consent to CloudTask posting Service Contractor Profiles and Client Request For Proposals, as well as reviews about Users, including You, on or through the CloudTask Website, CloudTask Services, and CloudTask Applications. 

Service Contractor and Client 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 Client and Service Contractor satisfaction, and other feedback left by other Users. 

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

Service Contractor and Client acknowledge that CloudTask provides this information and feedback system as a means for Service Contractors 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 the CloudTask 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 Clients or Agencies. However, it reserves the right to do so if requested by a Client or Service Contractor. 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 a Service Contractor or Client and is not intended to be of a personal nature. 

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, CloudTask Services, or CloudTask Applications by any Users or third parties, even if that information is defamatory, libelous, or otherwise legally actionable. 

Disputes Between You And CloudTask

This section covers your agreement with CloudTask and our agreement with you about how we will resolve any disputes between us, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally.

With respect to disputes arising between You and CloudTask, You and CloudTask agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Purchase Agreement, the other Terms of Service, your relationship with CloudTask, the termination of your relationship with CloudTask, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section (sometimes referred to as the “Arbitration Provision”).

Before serving a demand for arbitration of a dispute, you agree to first notify CloudTask of the Dispute at [email protected] or by mail at:

The Reiter Group LLC dba CloudTask

1940 NE 194th Drive

North Miami Beach, FL 33179, USA

Phone: +1 (305) 317-5154

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 Dispute, and your contact information, so that we may evaluate the Dispute and attempt to informally resolve it. 

CloudTask will have 60 days from the date of the receipt of the Notice to informally resolve your Dispute, which, if successful, will avoid the need for further action.

Mandatory Binding Arbitration and Class Action/Jury Trial Waiver

In the unlikely event that You and CloudTask are unable to resolve a claim, dispute, or controversy that arises out of or relates to this Purchase Agreement, the other Terms of Service, your relationship with CloudTask using the informal resolution process, 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 Florida, 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.

- Agency | Additional Terms for Agencies -

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.

 

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 within 3-5 business days.

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, CloudTask 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: [email protected].

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.

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 pre-qualification 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.

- Remote Candidate Terms of Service -

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 [email protected].

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 wherein 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.


CloudTask Services

CloudTask is not a call center nor is it an employment agency. CloudTask is a technology company that offers, among other things, cloud-based business services and applications to help companies find, evaluate, and hire remote workers (“Candidates”) who perform lead generation, sales- and other customer-facing tasks.

For clarity, the CloudTask service (“Services”) does not perform sales services for Hiring Companies directly, but rather provides an Online Marketplace that empowers a global community of Company Users (“Hiring Companies”) and Candidate Users (“Candidates”) to find, sign and collaborate with each other through the CloudTask Website (www.cloudtask.com), the CloudTask Services, and CloudTask software applications (“Applications”).

There is no charge for Hiring Companies to share the requirements of a job opening with CloudTask, post a job opportunity, or review Candidates’ video profiles.

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

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

Relationship of Parties
CloudTask does not employ or classify Candidates retained by Hiring Companies. CloudTask merely provides the CloudTask Website, Services, and Applications for Candidates to offer their services and to communicate with and share information with Hiring Companies.

These Terms of Service do not create a partnership or agency relationship between Users and/or CloudTask.  CloudTask is an independent contractor, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. 

Any job posting, compensation plan, work experience posting, or other information accessed through CloudTask Website, Services or Applications is solely for the purpose of enabling Candidates to communicate with Hiring Companies and vice versa.

CloudTask will be responsible for any expenses incurred while performing services under this Agreement, including all applicable incomes taxes.

CloudTask shall indemnify and hold Company harmless from any loss or liability arising from performing services under this Agreement.

Talent Acquisition Disclaimer
The Candidate you wish to acquire through CloudTask Services may be in demand by more than one company. The CloudTask fee for Talent Acquisition is earned if the candidate agrees and signs the contract with the Company or any other of its affiliates on a permanent, contract or consulting basis at any time within one year of being introduced to the job opportunity.

No fee shall be required for any Candidate already under active consideration by Hiring Company or who otherwise already applied for a position with the Hiring Company at the time CloudTask made an introduction.

Non-Solicitation
During the term of this Agreement and for a period of one (1) year thereafter, CloudTask shall not directly or indirectly solicit or encourage any employee or independent contractor of Hiring Company to leave such employment or engagement with Hiring Company. The foregoing restrictions shall not apply to any person who responds to a bona fide advertisement or who otherwise joins the CloudTask network without specific instruction or influence by CloudTask. The foregoing restrictions shall not apply to any Candidate hired through the CloudTask Marketplace who leaves a Hiring Company due in part to the Hiring Company defaulting on payments to CloudTask.

CloudTask shall not directly or indirectly solicit or encourage any employee or independent contractor of Hiring Company to work for CloudTask unless such employee or independent contractor shall have ceased to be employed or engaged by Company for a period of at least two (2) years immediately prior to the effective date of this Agreement. 


Termination of Agreement
Hiring Company has the option to terminate a CloudTask Purchase Agreement related to by giving 7 days written notice via email to [email protected] in accordance with the termination policy specified in the CloudTask Purchase Agreement and/or at any time in the event of a material breach.

Payment Terms & Procedure
Hiring Company agrees to send CloudTask a copy of the written acceptance of hiring offer between Hiring Company and Candidate hired through CloudTask services.  The email should be sent to [email protected].

For absence of doubt, Company agrees to pay CloudTask for fulfillment of talent acquisition services, indicated on the electronic “Purchase Agreement” (Transmitted via email using a link produced with the Hubspot Quote tool; Purchase Agreement indicates the item(s), quantity and fee associated with Hiring Company’s purchase from CloudTask).

In order to use CloudTask Services, Hiring Company must provide account information for at least one valid “Payment Method.” Currently, CloudTask accepts payment by credit card and ACH.

Hiring Company hereby authorizes CloudTask (or a third-party designated by CloudTask) to run payment authorizations on all payment methods provided by Hiring Company to CloudTask, to store credit card and/or ACH details as Hiring Company’s method of payment for Services, and to charge Hiring Company’s payment method. Hiring Company payments will be processed through a third-party payment processor designated by CloudTask.

By providing payment details (ex. credit card details, debit card details, ACH details, etc.) through CloudTask Services, Hiring Company represents, warrants, and covenants that: (a) Hiring Company is legally authorized to provide such information; (b) Hiring Company is legally authorized to make payments using the payment method provided, and (c) such action does not violate the terms and conditions applicable to Hiring Company’s use of such payment method or applicable law.

When Hiring Company authorizes a payment using a credit card via CloudTask Services, Hiring Company 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 Hiring Company’s Payment Method(s), Hiring Company is solely responsible for paying such amounts by other means.

When Hiring Company authorizes the payment of the CloudTask Service Fees by providing acceptance of hiring offer or by Hiring Company’s silence within one business day after an invoice is sent to Hiring Company, Hiring Company automatically and irrevocably authorizes and instructs CloudTask (or its designated payment processor) to charge Hiring Company’s payment method for the CloudTask Service Fees.

Hiring Company agrees that it shall review all invoices provided to Hiring Company by CloudTask for each Candidate hire within one (1) business day of the date on which a given invoice is provided to Hiring Company by CloudTask. When Hiring Company approves or is deemed to have approved an invoice (or fails to dispute the charges within one (1) business days), Hiring Company automatically and irrevocably authorizes and instructs CloudTask (or its designated third-party processor) to charge Hiring Company’s Payment Method for the CloudTask Service Fees.

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.

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).

Hiring Company agrees that it is its 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 CloudTask Service Fees and CloudTask charges. You agree that if you do not maintain a valid, non-expired payment method on file with us with a sufficient balance to cover applicable 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 chargebacks, fees, costs, deductions, adjustments, and any other amounts owed to Candidate and/or CloudTask.

Non-Circumvention

Users agree to communicate through CloudTask and make and receive payments only through CloudTask for a period of an additional twelve (12) months from the termination date of this Purchase Agreement (“Non-Circumvention Period), unless Users pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

Users acknowledge that the Fees charged by CloudTask are the primary consideration received by CloudTask for providing, maintaining, and servicing the CloudTask Website, Services and Applications.

Therefore, the Hiring Company and the Candidate agree to take no steps to circumvent CloudTask’s entitlement to and receipt of the fees to which it is entitled and to use CloudTask Payment Methods as your exclusive method to request, make, and receive all payments for service agreements directly or indirectly arising from the relationship with CloudTask and not to circumvent the Payment Methods offered by CloudTask unless you pay a fee to take the relationship direct (the “Conversion Fee”). 

By way of illustration, you agree that during the Non-Circumvention period you will not:

  • Offer or solicit or accept any offer or solicitation from Users identified through CloudTask to contract, hire, invoice, pay, or receive payment in any manner other than through CloudTask Payment Methods.
  • Invoice or report directly to CloudTask or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
  • Refer a User you identified through CloudTask to a third party who is not a User of CloudTask for purposes of making or receiving payments other than through CloudTask Payment Methods.

(b) Notwithstanding the limitations set forth in these terms, Hiring Company agrees that for each Candidate identified through CloudTask Services that Hiring Company retains to work outside of the CloudTask Services Terms (in violation of these terms), Hiring Company shall pay CloudTask a one-time payment of $2,500. Hiring Company 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) Hiring Company understands and agrees that CloudTask has no ability to independently monitor the independent activities of Hiring Companies and Candidates outside of the CloudTask platform. Thus, Hiring Company agrees that the provisions of these terms, including the $2,500 fee, shall apply under the following circumstances: (i) if Hiring Company requests an interview with a Candidate and provides a link to schedule an interview outside the CloudTask Services; or (ii) if Hiring Company interviews a Candidate identified through CloudTask Services but the Hiring Company 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: [email protected]

You acknowledge and agree that a violation of this Non-Circumvention clause is a material breach of the Terms of this Purchase Agreement, and may result in your Account being permanently suspended and charged the Conversion Fee (defined in the Opting Out of Non-Circumvention section below). This Section still applies if you choose to cease using CloudTask Marketplace, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using CloudTask Marketplace.

Opting Out Of Non-Circumvention

You may opt out of the non-circumvention obligations in with respect to each CloudTask Purchase Agreement only if the Client or Service Provider pays CloudTask a Conversion Fee for each applicable CloudTask Purchase Agreement.

You agree that the Conversion Fee is 13.5% of the estimated value of this Purchase Agreement over a twelve (12) month period or  $1,000 USD, whichever is greater. The Conversion Fee includes all applicable taxes and is not subject to taxes. 

You understand and agree that if CloudTask determines that you have violated the Non-Circumvention terms, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of CloudTask’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.


U.S. Dollars
The CloudTask website, Services, and other Applications operate in U.S. Dollars. If Hiring Company’s payment method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, Hiring Company 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.

No Return of Funds
Hiring Company acknowledges and agrees that in consideration of the services provided by CloudTask, once CloudTask charges the Hiring Company’s designated payment method for the fees due and owing to Services provided in these Terms or any other terms of service, the charge is non-refundable, except as otherwise required by applicable law.

Hiring Company also acknowledges and agrees that these Terms of Service provides a mandatory informal dispute resolution process for the resolution of Hiring Company and/or Candidate disputes. To the extent permitted by applicable law, Hiring Company, therefore, agrees not to ask its credit card company, bank, or other payment providers to charge back any fees charged pursuant to these Terms of Service.

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

Hiring Company agrees that the dispute resolution process contained in these Terms is for the resolution of Hiring Company and/or CloudTask disputes.

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

Without limiting other available remedies, Hiring Company 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 Hiring Company, make appropriate reports to credit reporting Agents and law enforcement authorities, and cooperate with credit reporting Agents and law enforcement authorities in any resulting investigation or prosecution.

Confidential Information
CloudTask acknowledges that it will be necessary for Hiring Company to disclose certain confidential and proprietary information to CloudTask in order for CloudTask to perform duties under this Agreement. CloudTask acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Hiring Company. Accordingly, CloudTask will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Hiring Company without Hiring Company’s prior written permission except to the extent necessary to perform services on Hiring Company’s behalf.

Proprietary or confidential information includes, but is not limited to:

the written, printed, graphic, or electronically recorded materials furnished by Hiring Company for CloudTask to use, including information divulged prior to executing this agreement;

any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Hiring Company makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, employee information, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information;

and information belonging to customers and suppliers of Hiring Company about whom CloudTask gained knowledge as a result of CloudTask’s services to Hiring Company.

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

CloudTask understands and acknowledges that the Hiring Company’s confidential and proprietary information described above has been developed or obtained by Hiring Company by the investment of significant time, effort and expense and provides Hiring Company with a competitive advantage. If CloudTask fails to comply with any obligations hereunder, Hiring Company will suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation. 

Accordingly, the Candidate agrees that Hiring Company will be entitled, in addition to any other remedies available to it, at law or in equity, to injunctive relief to specifically enforce the terms of this Agreement.

Content
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.

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.

Representations
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 Candidate, you represent and warrant that you use your User Profile to market your own business to other registered users (Hiring Companies) for the purpose of entering into Candidate 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 Candidate 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.

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 Candidate to be paid by a Hiring Company; (b) malfeasance or nonfeasance by a Candidate; (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 HIRING COMPANY OR CANDIDATE 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.

Indemnification
Hiring Company is Solely Responsible for Hiring Agreements
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, Hiring Company, or Candidate 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 Candidate as an employee; (e) the classification of CloudTask as an employer or joint employer of a Candidate; (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.

Independent Contractor Agreements
Candidate and Hiring Company acknowledge and agree that Candidates are not employees, independent contractors, or agents of CloudTask and, therefore, CloudTask does not in any way supervise, direct, or control Candidates.

Hiring Company and Candidate recognize and acknowledge that they have no authority to enter into written or oral (whether implied or express) contracts on behalf of CloudTask.

Hiring Company agrees to be solely responsible and to assume all liability for determining whether Candidate is properly classified as an independent contractor or an employee and for engaging Candidate based on the appropriate determination. CloudTask disclaims any liability for such determination.

For Candidate hires classified as independent contractor relationships, Hiring Company may not require an exclusive relationship with the Candidate: A Candidate that is classified as an independent contractor is free at all times to provide services to persons or businesses other than Hiring Company, including any competitor of Hiring Company, subject to any confidentiality requirements.

Hiring Company and Candidate understand and agree that 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 Candidate.

Hiring Company and Candidate understand and agree that the pay rate, work conditions, and work dates will be established or confirmed by the Hiring Company and/or Candidate, and not by CloudTask, and that Candidate will not have any contract with CloudTask regarding such service terms.

Candidate and Hiring Company acknowledge and agree that the terms of the Independent Contractor Agreement, including service fees, work hours, service dates, and working conditions will be established by agreement between Candidate and Hiring Company through the CloudTask Services, and not by CloudTask.

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

Candidate Invoices and Taxes
CloudTask will have no responsibility for determining the necessity of or for the issuance by Candidate of any formal invoices, or for determining, remitting, or withholding any taxes applicable to Candidate. Hiring Company and Candidate will be solely responsible for determining whether applicable law requires formal invoices for Candidate and for issuing any invoices so required.

Hiring Company and Candidate will also be solely responsible for determining whether: (a) Candidate or Hiring Company is required by the applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Candidate and remitting any such taxes or charges to the appropriate authorities on behalf of Hiring Company or Candidate, as appropriate; and (b) Hiring Company is required by the applicable law to withhold any amount of the Candidate’s Fees and for notifying CloudTask of any such requirement and indemnifying CloudTask (either by CloudTask, at its sole discretion, offsetting the relevant amount against future payment of Candidate Fees to Candidate or Candidate 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, Candidate and Hiring Company 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 Candidate is engaging in an independent business as represented to CloudTask.

Miscellaneous
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 [email protected] or to the following mailing address:

The Reiter Group LLC dba CloudTask
1940 NE 194th Dr
North Miami Beach, FL 33179
United States
Phone: +1-305-317-5154
[email protected]

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.

Entire Agreement
This writing constitutes the entire agreement of the parties with respect to the subject matter and may be amended only by a written communication signed by CloudTask and the Hiring Company. This Agreement supersedes any prior agreement between CloudTask and the Hiring Company, making any prior agreements null and void.  No failure or delay of any party in exercising any right or power given to it under this Agreement shall operate as a waiver thereof. 

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach.  Hiring Company may assign or otherwise transfer this Agreement in whole or in part.  CloudTask may not assign this Agreement in whole or in part without the prior written consent of the Company.

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.

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.

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.

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.

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.

Mandatory Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you agree to first notify CloudTask of the Claim by email to [email protected] or at:

The Reiter Group LLC dba CloudTask
1940 NE 194th Drive
North Miami Beach, FL 33179
United States
Phone: +1 (305) 317-5154

CloudTask agrees to provide you with a Notice at your email address on file and to provide you with an 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.

Mandatory Binding Arbitration and Class Action/Jury Trial Waiver
In the unlikely event, the parties are unable to resolve by the informal resolution process 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.

FOR MORE INFO CONTACT US 

In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at: 

The Reiter Group LLC dba CloudTask

1940 NE 194th Drive

North Miami Beach, FL 33179

Phone: +1 (305) 317-5154

[email protected]