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”).
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.
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.
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@example.com 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 firstname.lastname@example.org.
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 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.
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@example.com.
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.
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.
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.
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.
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.
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.
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.
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.
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.
All notices to CloudTask in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows or to such other address as CloudTask may designate pursuant to this notice provision. You agree that all notices to you shall be sent to the email address provided by you as part of the sign-up process. Notices to CloudTask shall be sent via email to legal@CloudTask.com or to the following mailing address:
The Reiter Group LLC dba CloudTask
1940 NE 194th Dr
North Miami Beach, FL 33179
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.
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.
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.
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.
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 legal@CloudTask.com or at:
The Reiter Group LLC dba CloudTask
1940 NE 194th Drive
North Miami Beach, FL 33179
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.