Last Modified: 1/8/2024

Cloudwork Pro Terms of Use Agreement

Cloudwork Pro LLC (referred to as “Cloudwork Pro”, “we”, “us”, or “our”) allows individuals and entities to access and use the Cloudwork Pro Platform (“Platform”) under this Terms of Use Agreement (“User Agreement”). The Cloudwork Pro Platform includes all application programming interfaces (“APIs”) and all applications and communication tools provided by Cloudwork Pro. All individuals and entities that access the Cloudwork Pro Platform to manage labor services (“Clients”) and all individuals and entities that access the Cloudwork Pro Platform to provide labor services (“Technicians”, or “Techs”) are collectively referred to as “Users”. A User may be a Client, a Technician, or both. When a User accesses the Platform, that User completes a User Profile (“User Profile”) by filling in and modifying personal content and information (“User Content”). A company that employs multiple technicians may access the Platform as a User and each individual technician under the User Profile of that Company is a Technician Worker (“Technician Worker”).

Cloudwork Pro LLC reserves the right to change this User Agreement at any time. Please check these terms regularly for changes. Cloudwork Pro does not assume any obligation to personally or individually notify Users of any modification, addition, or elimination of the terms of this User Agreement. Your continued use of the Platform following the posting of any changes to the User Agreement means you accept and agree to those changes. By accessing or using the Platform, you become a User and you and any organization you are authorized to represent hereunder (collectively, “you”) accept the terms and conditions of this Agreement and agree as follows:

 

1. Platform

Cloudwork Pro is a software company that has created a proprietary electronic platform to efficiently connect Clients and Technicians for the purposes of performing and managing work orders (“Work Orders”).

Cloudwork Pro’s role consists solely of providing access to and use of the Cloudwork Pro Platform to all Users. Cloudwork Pro is not a party to any interactions between a Client and a Worker not expressly provided for in this User Agreement.  When Cloudwork Pro serves as a communications platform between Clients and Technicians and disburses payments from Clients to Technicians, Cloudwork Pro does not take part in the interaction between Clients and Technicians. Cloudwork Pro does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Work Order delivered by Technicians, nor of the integrity, responsibility, or any of the actions or omissions whatsoever of any Users. Cloudwork Pro makes no representations about the suitability, reliability, timeliness, or accuracy of the Work Orders requested, undertaken and/or provided by Users.

 

2. Eligibility, Representations, and Warranties

By registering to use, and by accessing and using, the Cloudwork Pro Platform, you represent, warrant, and covenant that:

  1. You (if you are an individual) are at least 18 years of age, can form legally-binding contracts, and (if applicable) are the authorized representative of the entity that is entering into this User Agreement;
  2. Your agreement to and performance under this User Agreement, including any Work Orders that you accept, do not and will not violate any other agreement to which you are a party;
  3. You will only register to use the Cloudwork Pro Platform for the intended uses of the Cloudwork Pro Platform described herein;
  4. You will not directly or indirectly solicit, recruit or engage as employees or independent contractors any Clients, Technicians, or other Users, including by using any other electronic platform that seeks to connect independent contractors with companies or individuals looking to engage independent contractors;
  5. For the duration of your registration on the Cloudwork Pro Platform and for a period of two (2) years thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable), you will not contact or solicit any User for the purpose of circumventing the services available through the Cloudwork Pro Platform;
  6. You have and will maintain, at all times, adequate insurance coverage (including general liability coverage and Workers’ Compensation coverage) as required by applicable law;
  7. You possess the skill sets, experience, and expertise described in your User Profile;
  8. If you accept a Work Order, you are performing that work as an independent contractor;
  9. You are customarily engaged in an independently established trade, occupation or business that is similar to the service you provide in a Work Order.
  10. If you have a company that employs multiple technicians, you represent and warrant that the company through which you offer services: (a) operates an independently established business or trade; (b) operates under an Employer Identification Number (EIN); and (c) maintains Workers’ Compensation and other applicable insurance as required by your jurisdiction.

 

3. Term and Termination

The terms of this User Agreement (“User Terms”) commence when User registers to use the Platform for the first time and they continue in force until terminated by either party. You may terminate these User Terms at any time and for any reason by deactivating your account and discontinuing your use of the Platform. Cloudwork Pro may terminate these User Terms immediately without any notice, at any time and for any reason. Upon termination by either party, User’s right to access and use the Platform will cease immediately. Upon any termination, User will not be relieved of the obligation to pay any fees due to Cloudwork Pro which accrued before the termination date. In addition to any other remedies it may have under these User Terms, Cloudwork Pro reserves the right to suspend or terminate User’s access to the Platform in order to protect Cloudwork Pro’s rights and interests. Any outstanding obligations of Cloudwork Pro to provide the User with tax reports or Work Order payment information shall survive the termination of these User Terms.

 

4. Third Party Vendors

As a service to its Users, the Cloudwork Pro Platform includes links to vendors that provide various services including, but not limited to, consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act, and agree to comply with any additional terms of service required by such vendors.

 

5. User Profiles

Cloudwork Pro does not control and shall not be liable for how a Client may use or disclose information included in User Profiles. Cloudwork Pro expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the Cloudwork Pro Platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance, and any reliance on information included in a User Profile is done at the User’s sole risk. By using services provided by such vendors on the Cloudwork Pro Platform you hereby consent to have your background check pass or fail status visible on your Cloudwork Pro profile. Cloudwork Pro expressly disclaims any and all liability for the release of such information in your User Profile, or for any other User’s reliance on such self-reported User information, and you expressly release Cloudwork Pro for any liability associated with such posting and reliance.

By submitting background check information, you affirm that all of the information in your application is correct, complete, and applicable to you. You understand that Cloudwork Pro may review the report generated by the background check and that Cloudwork Pro retains the right to remove your User Profile and account from the Cloudwork Pro site based on this report subject to any applicable laws. You hereby consent, if the results of your report are “CLEAR”, to the automatic, public release of your report’s results. If the results of your report are “CLEAR” or if you decide to share this report publicly after receiving results that are not “CLEAR”, you understand that the information in this report may factor into other parties’ decisions to engage you as a provider. You agree to indemnify and hold harmless Cloudwork Pro from any loss or liability that may result from your sharing this report publicly.

 

6. Use of Logo

Users grant Cloudwork Pro the right to use their company name and company logo in Cloudwork Pro’s marketing and promotional materials.

 

7. No Warranty

Cloudwork Pro does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. Cloudwork Pro cannot and does not guarantee verification of each User’s identity and/or the information contained in any User Profile, the suitability of any Worker to fulfill their obligations under a Work Order, or the ability or willingness of any Client to fulfill their obligations with respect to a Work Order including that Client’s ability to provide payment in a timely manner. Consequently, it is the User’s responsibility to verify the identity of any other User and that User’s suitability with respect to a Work Order including such User’s ability to provide payment in a timely manner.

Cloudwork Pro’s website may contain links to websites operated by third parties. These links are for convenience only and Cloudwork Pro is not responsible for their content, privacy policies, nor are any links to third party websites an endorsement of any linked material or any services obtained from such third parties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOUDWORK PRO PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE CLOUDWORK PRO PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. CLOUDWORK PRO HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

8. Covenant Not to Sue

You acknowledge and agree that Cloudwork Pro shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Technician’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against Cloudwork Pro, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.

 

9. Legal Compliance

You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), employment, copyright, personal privacy, confidentiality, and other individual rights in using the Cloudwork Pro Platform. You may not post content on or communicate through the Cloudwork Pro website in violation of any applicable law, nor require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.

 

10. Responsible Communications; Fairness

The Cloudwork Pro Platform is designed to be an interactive platform between Users. When using the Cloudwork Pro Platform, you shall: (a) conduct your business with the highest ethical standards and with fairness, and (b) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the Cloudwork Pro Platform shall be unlawful, defamatory, threatening, or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.

 

11. Work Orders

The Client will post a Work Order with a specific payment in United States (U.S.) dollars. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments, unless otherwise communicated to the Technician(s). The Client may select the Technician(s) that may complete such Work Order. The Client has the option of allowing or not allowing a negotiation on pay or scheduling between Client and Technician. All negotiations are between the Client and the Technician and do not involve Cloudwork Pro in any way. It is in the Technician’s sole discretion to accept a Work Order under terms acceptable to such Technician. Except as set forth below, once a Technician accepts, or applies and is accepted for, a Work Order, such Technician may not reassign the Work Order to any other person or entity. In order to reassign a Work Order, Client will un-assign the Technician from the Work Order and reassign a new Technician to the Work Order. Once a Client engages a specific Technician to complete a Work Order, such Client may not engage anyone else to complete such Work Order.

 

12. Payments

Cloudwork Pro will act as the payment intermediary between the Client and the Technician for all completed and approved Work Orders (defined below) only insofar as Cloudwork Pro will transfer funds for such Work Orders from the Client to the Technician. An “Approved Work Order” occurs when the Technician and the Client both agree that the Work Order has been completed to their mutual satisfaction. At the point of an Approved Work Order, the Client is obligated to pay the Technician for such Approved Work Order.

Both the Technician and Cloudwork Pro have the right to pursue a claim against the Client for failure to make payment on an Approved Work Order. Cloudwork Pro will not be responsible for payment to a Technician in cases where Client has not made funds available to Cloudwork Pro with respect to an Approved Work Order. Neither the Client nor Cloudwork Pro will be responsible for reimbursing Technicians for expenses incurred while engaged in the performance of any Work Order unless agreed to by the Technician and the Client. Technicians are not considered the owner of the funds in their account that they receive from Approved Work Orders until there is a validated taxpayer identification number (“TIN”) on file with Cloudwork Pro.

The Client agrees to pay to Cloudwork Pro a Fee (as defined below, if applicable) for software services which Cloudwork Pro renders in the United States of America and Canada. A “Fee” shall be a percentage of the payment stipulated in the Work Order. Such Fee shall be earned by Cloudwork Pro when the Client submits payment to the Technician. Cloudwork Pro’s standard Fee is twelve (12) percent of the pre-tax payment stipulated in a Work Order. Cloudwork Pro has the right to pursue a claim against the Client for its Fee, including in the case of a Client’s failure to submit payment to the Technician for an Approved Work Order such that Cloudwork Pro can deduct its Fee.

Cloudwork Pro reserves the right to withhold payment for any Work Orders until Technician resolves any issues or disputes with a Client, or until Cloudwork Pro has actually received payment from a Client. Technician acknowledges and agrees that Cloudwork Pro will have no liability to Technician for payment for any services provided to a Client unless or until funds are deposited with Cloudwork Pro for the applicable Work Order and no dispute is communicated on the Platform via interacting with Cloudwork Pro customer support. By entering into a Work Order, Technician agrees to assume any risk that Client may withhold payment or dispute Client’s satisfaction of the terms of the Work Order.

Cloudwork Pro reserves the right to change the Fee charged to Users (Client or Technician or both) for each work order at any time. Cloudwork Pro’s changes are effective immediately upon their inclusion in the Work Order forms. Cloudwork Pro may in its sole discretion change some or all of its services at any time, with or without notice. In the event that Cloudwork Pro introduces a new service, the fees for such service will be posted on the Cloudwork Pro website and effective at the launch of such service.

Technicians may elect to have payments for Approved Work Orders accelerated through the ExpressPay service. ExpressPay is voluntary, and you do not have to elect this service to receive payment for your Approved Work Orders. ExpressPay payments will be made directly to your User Account by Cloudwork Pro, and not by the Client. By electing to receive an accelerated payment for an Approved Work Order through the ExpressPay service, you sell and transfer to Cloudwork Pro, all rights, title, and interest in any payment due to you from the Client for such Approved Work Order.

An ExpressPay payment is not a loan and is limited to the amount due for an Approved Work Order, minus applicable fees. Your right to receive and retain ExpressPay disbursements is not contingent on whether the Client ultimately pays Cloudwork Pro for an Approved Work Order. If you elect ExpressPay for an Approved Work Order, and the Client does not pay Cloudwork Pro for that assignment, Cloudwork Pro will not attempt to collect or otherwise recoup an ExpressPay payment from you.

Cloudwork Pro will charge a fee for the ExpressPay service. While payment to you for an Approved Work Order should be faster if you use ExpressPay, you will receive a smaller overall payment amount. It will take up to seven (7) business days for any ExpressPay payment to be made.

 

13. Independent Contractor Status and Relationship of the Parties

The relationship between Cloudwork Pro and the User is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any matter whatsoever. The User hereby acknowledges and agrees that the Cloudwork Pro Platform is intended for use solely by Users who can appropriately enter into independent contractor relationships with Technicians or Clients, as applicable, for assignments in accordance with applicable law. The Client acknowledges and agrees that Cloudwork Pro does not guarantee that any Technician is an independent contractor, and the Client is solely responsible for determining whether a Technician can lawfully be engaged by Client as an independent contractor. Cloudwork Pro is not responsible for and shall not be liable to any other party for such determination. Client further represents that each Technician who performs a Work Order will be doing so as an independent contractor.

The Technician agrees that as an independent contractor, the Technician is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of completing the Work Order, and that there shall be no reimbursement by Cloudwork Pro for any materials, supplies, equipment or operating costs. The Technician agrees that they will not in any way identify their place of business or establishment as a place of business or establishment of Cloudwork Pro or the Client. If a dispute arises as to the status of a Technician as an independent contractor, or as to any rights or benefits from a Client to which such Technician may claim to be entitled, the Client and Technician, and not Cloudwork Pro, are responsible for resolving such disputes.

 

14. Insurance

Technicians are required to and agree to maintain all Workers’ Compensation and other employee or workers’ insurance coverage required in each jurisdiction in which Technicians perform any services. Technicians also are required to and agree to maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. Under the Work Order Terms, Technicians acknowledge that Clients may require additional insurance coverage as a condition of accepting and performing a Work Order.

As an independent contractor, Technicians are not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, Workers’ Compensation insurance, general liability insurance, and automobile liability insurance. Instead, Technician is solely and exclusively responsible for Technician’s own insurance, including insurance for Technician Workers. Specifically, in the event that Technician is injured while working in the course and scope of a Work Order, Technician acknowledges and understands that Technician (including any Technician Worker) will not be covered by any Workers’ Compensation insurance coverage that Cloudwork Pro or Client may provide to its employees. Further, in the event that Technician’s actions (including the actions of any Technician Worker) cause an injury to a third party while Client is working in the course and scope of providing services under a Work Order or other activities covered by this Agreement, Technician acknowledges and understands that Technician (including any Technician Worker) will not be covered by any general liability or automobile liability insurance coverage that Cloudwork Pro may have, and that Cloudwork Pro is not making any commitment to defend and/or indemnify Technician (including any Technician Worker) in such circumstances, and specifically denies any such obligation.

 

15. Managing Funds

Cloudwork Pro provides tools that allow Users to move funds in U.S. dollars into and out of User Accounts on the Cloudwork Pro Platform. You hereby authorize Cloudwork Pro to take action on your behalf in order to add or withdraw funds from the third-party accounts you provide. In order to withdraw funds you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (“ACH”) system.

Cloudwork Pro may provide additional withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is withdrawing funds. If you intend to make payments using a credit card, you shall submit a credit card authorization with your initial payment. If Cloudwork Pro is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to Cloudwork Pro. For your convenience, Cloudwork Pro may use this authorization to allow you to charge your card for future services. You will lose all title to funds that you have earned through the Cloudwork Pro Platform if you have been found to violate this User Agreement. Cloudwork Pro may restrict your ability to withdraw or add funds to your Cloudwork Pro Accounts at any time. If you add funds to your User Account or use payment services on the Cloudwork Pro Platform, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the Cloudwork Pro Platform. If your funding or withdrawal requests are returned due to any error on your part, Cloudwork Pro may charge you an additional fee until you rectify the error.

 

16. Taxes and Reporting

Users are responsible for payment and reporting of any taxes related to usage of the Cloudwork Pro Platform. Cloudwork Pro is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-8.

Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their Cloudwork Pro Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with Cloudwork Pro. Other Users will not be able to withdraw funds from their Cloudwork Pro Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8.

Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Each User’s IRS Form 1099-MISC will be available after its publication in the User’s Account. Users agree that Cloudwork Pro shall provide the information on the User’s IRS Form W-9 to any Client that has paid the User for a Work Order. Cloudwork Pro may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the Cloudwork Pro Platform. Once the IRS Form 1099-MISC or any other applicable tax form is published in the User’s Account, the User may download it at any time.

 

17. Liability Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE CLOUDWORK PRO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF CLOUDWORK PRO PLATFORM PAYMENTS DUE TO YOU FROM A CLIENT OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.

WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

18. Confidentiality

All Confidential Information (defined below) which a User might obtain or gain access to as a result of a User’s usage of the Cloudwork Pro Platform and/or during the course of Work Orders will remain the exclusive and confidential property of Cloudwork Pro and its affiliates. “Confidential Information” includes but is not limited to all trade secrets, processes, proprietary data and documentation, any pricing and product information, the terms of this User Agreement, and any other information that is confidential or proprietary provided by Cloudwork Pro to User for use in connection with this User Agreement, the Cloudwork Pro Platform, or any Work Order. User will not disclose to any third party the Confidential Information and will use at least the same degree of care, discretion, and diligence in protecting the Confidential Information as it uses with respect to its own confidential information.

 

19. Communications

You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that Cloudwork Pro provides in connection with your Account and your use of the Cloudwork Pro Platform. Communications include: agreements and policies you agreed to (e.g., this User Agreement, updates to Cloudwork Pro agreements or policies, transaction receipts or confirmations, Account statements and history, and any other information related to any other Account or your transactions on the Cloudwork Pro Platform.) Cloudwork Pro will provide these Communications to you by posting them on the Cloudwork Pro website or emailing them to you via the email information provided in your User Account.

 

20. Governing Law

This User Agreement shall be governed and construed in accordance with the laws of the State of Oregon without regard to its conflicts of law principles. User agrees that any and all proceedings relating to this User Agreement and the subject matter contained herein shall be maintained in the courts of the State of Oregon or the federal district courts sitting in Oregon, which courts shall have exclusive jurisdiction for such purpose. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE.

 

21. Indemnification and Limitation of Liability

You agree that Cloudwork Pro shall not be responsible for, and you shall indemnify, defend and hold harmless Cloudwork Pro, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your (1) User Content, (2) access or use of the Cloudwork Pro Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party, including intellectual property rights, or of any law, statute, ordinance or regulation.

UNDER NO CIRCUMSTANCES SHALL CLOUDWORK PRO BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING BUT NOT LIMITED TO ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THE CLOUDWORK PRO PLATFORM OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF CLOUDWORK PRO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

22. Force Majeure

In the event that Cloudwork Pro’s delivery of its services (including the availability of the Cloudwork Pro Platform) is delayed, prevented, or otherwise made impracticable by reason of any acts of God, floods, earthquakes, epidemics, pandemics, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond Cloudwork Pro’s reasonable control, Cloudwork Pro shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.

 

23. Assignment

Cloudwork Pro has the right to transfer or assign this User Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this User Agreement or any rights thereunder to any other person or entity without Cloudwork Pro’s prior written consent. Subject to the foregoing, this User Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.

 

24. Voluntary Agreement

You affirm that you have carefully read this User Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this User Agreement.

 

25. Notices

Please address all legal notices to
Cloudwork Pro, LLC
750 Charbonneau
Suite 201
Bend, OR 97703
Attn: Legal Department

Notice shall be deemed received on the first business day following receipt. Each communication and document made or delivered by one party to another pursuant to this User Agreement shall be in the English language or accompanied by a translation thereof.

 

26. Entire Agreement

This User Agreement, the Privacy Statement, and any attachments or amendments thereto contains the entire agreement between you and Cloudwork Pro with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between Cloudwork Pro and you.

Notwithstanding the above and for the avoidance of doubt, any independent Services Agreement or Non-Disclosure Agreement entered into by you and Cloudwork Pro shall govern to the extent that there is a conflict between this User Agreement and any such Services Agreement or Non-Disclosure Agreement.

 

27. Modifications to Agreement

Cloudwork Pro may make modifications, deletions and/or additions to this User Agreement (“Changes”) at any time.