Cloudwork|PRO LLC Terms of Use

This Terms of Use Agreement (this “Agreement”) governs access to and use of the Cloudwork|PRO website, applications, work order tools, messaging tools, payment tools, and related services (collectively, the “Platform”), operated by Cloudwork Pro, LLC, an Oregon limited liability company (“Cloudwork|PRO,” “we,” “our,” or “us”).

The Platform is an online marketplace that connects businesses seeking field services (“Clients”) with independent service providers (“Technicians”).

Clients and Technicians are collectively referred to as “Users.” By registering for an account, clicking to accept, posting or accepting a Work Order, or otherwise accessing or using the Platform, you agree to be bound by this Agreement on behalf of yourself and any entity you represent.

1. Acceptance; Order of Precedence

1.1 Acceptance. You must accept this Agreement to use the Platform. If you accept on behalf of an entity, you represent and warrant that you are authorized to bind that entity. Cloudwork|PRO may require renewed click-through acceptance at registration, at Work Order posting or acceptance, or upon material updates, and maintains records of each acceptance event.

1.2 MSA Clients. If a Client has executed a written Master Services Agreement with Cloudwork|PRO (together with its order forms, an “MSA,” and such Client, an “MSA Client”), the MSA governs in the event of a conflict with this Agreement with respect to pricing, invoicing, payment terms, and other commercial terms expressly addressed in the MSA. In all other respects, this Agreement continues to apply to the MSA Client’s use of the Platform. Invoicing, payment terms, and any extension of credit are available only to MSA Clients, in Cloudwork|PRO’s sole discretion; all other Clients must pay in advance by credit card or ACH as set forth in Section 8.

1.3 Incorporated Policies. The Cloudwork|PRO Privacy Policy, the Fee Schedule (defined below), and any policies posted on the Platform and expressly incorporated by reference form part of this Agreement.

2. Definitions

“Client” means a business or individual that uses the Platform to post, source, coordinate, or pay for Work Orders.

“Technician” means an independent contractor, field technician, service company, crew, or individual that uses the Platform to view, bid on, accept, perform, document, invoice, or receive payment for Work Orders.

“Work Order” means a service request, dispatch, ticket, project assignment, or other field service engagement posted, issued, or managed through the Platform, including its scope, schedule, rates, expense terms, deliverables, and closeout requirements.

“Fee Schedule” means the schedule of Platform fees, service fees, payment processing fees, cancellation fees, failed payment fees, chargeback fees, expedited payment fees, and other charges published on the Platform, as updated from time to time in accordance with Section 7.1.

“Confidential Information” has the meaning given in Section 16.

3. Nature of the Platform; Marketplace Role Only

3.1 Neutral Marketplace. Cloudwork|PRO provides a technology-enabled marketplace and related administrative tools (including work order management, messaging, documentation, compliance workflows, and payment administration) that enable Clients to identify, engage, coordinate, document, and pay independent Technicians. Cloudwork|PRO is not a party to any Work Order. Each Work Order is a direct contract between the Client and the Technician who accepts it. Cloudwork|PRO does not perform, supervise, direct, or control the field services requested through the Platform and disclaims responsibility for the quality, timing, legality, safety, completeness, or payment of services, except for Cloudwork|PRO’s express payment administration obligations under this Agreement.

3.2 Not a General Contractor, Subcontractor, or Staffing Agency. Cloudwork|PRO is a marketplace operator and payment administrator only. Cloudwork|PRO is not, and shall not be deemed to be, a general contractor, subcontractor, construction manager, construction employer, staffing agency, professional employer organization, or provider of construction, installation, repair, or other field services. Cloudwork|PRO does not bid on, contract for, or agree to perform any field services; does not select the manner, means, methods, sequences, or procedures of any work; does not provide tools, equipment, materials, or vehicles; does not train Technicians in the performance of their trades; and does not hold, and does not represent that it holds, any contractor, trade, or occupational license in any jurisdiction. The fees Cloudwork|PRO charges are consideration for access to and use of the Platform and for administrative and payment services, and are not consideration for the performance of field services. No User shall represent to any third party that Cloudwork|PRO is the performer of, or is responsible for, any Work Order.

3.3 No Employment, Agency, Partnership, or Joint Venture. Nothing in this Agreement or in the operation of the Platform creates an employment, agency, partnership, joint venture, or franchise relationship between Cloudwork|PRO and any User, or between Cloudwork|PRO and any Technician’s personnel. No User has authority to bind Cloudwork|PRO or to make commitments on its behalf.

3.4 Licenses and Permits. Technicians are solely responsible for holding all trade, contractor, occupational, and business licenses, registrations, permits, and certifications required by applicable law for the work they accept, and represent and warrant that they hold such credentials for each Work Order they accept. Clients are solely responsible for determining and disclosing the licensing, permitting, and regulatory requirements applicable to the work they request. Cloudwork|PRO may display credential or background check status provided by Users or third-party vendors but does not verify, and does not guarantee, any User’s identity, licensure, qualifications, or suitability.

3.5 Release. Any dispute regarding the performance, quality, timeliness, scope, or payment of a Work Order is solely between the Client and the Technician. To the maximum extent permitted by law, each User releases Cloudwork|PRO and its affiliates, officers, managers, members, employees, and agents from all claims, demands, and damages of every kind, known or unknown, arising out of or in any way connected with disputes between Users.

4. Eligibility; Registration; Accounts

4.1 Eligibility. You must be at least 18 years old and capable of forming legally binding contracts. The Platform is intended for business use.

4.2 Registration Information. You shall provide complete and accurate registration information and promptly update any information that becomes inaccurate. Cloudwork|PRO may require background checks, proof of identity, proof of insurance, tax forms, licensing information, banking details, and other onboarding or compliance materials, and may condition Platform access on their receipt and continued validity.

4.3 Account Security. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify Cloudwork|PRO immediately of any unauthorized use.

4.4 Entities. Companies supplying multiple Technicians must operate under a valid EIN, maintain required insurance, and are responsible for the acts and omissions of their personnel.

5. Independent Contractor Status of Technicians

5.1 Independent Business. Each Technician is an independent contractor engaged in an independently established trade, occupation, or business, and is not an employee, agent, joint employer, or representative of Cloudwork|PRO or of any Client. Technicians: (a) control the manner, means, and methods by which they perform Work Orders, subject only to the scope, schedule windows, site protocols, and deliverable requirements stated in the applicable Work Order; (b) are free to accept or decline any Work Order for any reason; (c) may perform services for other clients, platforms, and customers, and are not restricted from engaging generally in their trade; (d) supply their own tools, equipment, vehicles, and supplies; (e) may, where the Work Order permits, use their own qualified employees or subcontractors, for whom they remain fully responsible; and (f) negotiate or accept their own rates through the Platform.

5.2 No Benefits; Taxes. Technicians are not entitled to wages, overtime, benefits, workers’ compensation coverage from Cloudwork|PRO, unemployment insurance, or any other employment-related benefit from Cloudwork|PRO or any Client by virtue of the Platform. Technicians are solely responsible for all federal, state, and local taxes, withholdings, and contributions on amounts they earn.

5.3 No Guaranteed Work. Cloudwork|PRO does not guarantee any minimum number of Work Orders, payment volume, rate level, territory, or opportunity to any Technician, and does not guarantee Technician availability to any Client

6. Work Orders

6.1 Posting and Acceptance. Clients post Work Orders with a specified payment amount in U.S. dollars and are responsible for the accuracy and completeness of the scope, site conditions, access requirements, safety information, and deliverable requirements. A Technician’s acceptance of a Work Order creates a direct contract between the Client and the Technician for that Work Order, subject to this Agreement and the Work Order terms. Cloudwork|PRO may rely on User-provided information without independent verification.

6.2 Performance Standards. Technicians shall perform Work Orders in a professional, timely, workmanlike, and lawful manner consistent with the Work Order, site requirements, applicable law, and commercially reasonable industry standards, and shall complete all required check-ins, documentation, photos, forms, and closeout requirements through the Platform.

6.3 No Off-Platform Reassignment. A Work Order may not be reassigned, transferred, or subcontracted except through the Platform or as expressly permitted by the Work Order. Clients shall not engage other parties to complete an assigned Work Order except through the Platform.

6.4 Platform Communications. Users shall use Platform communication channels whenever available and follow Platform escalation procedures for delays, scope changes, access problems, partial completion, and service issues. Technicians shall not communicate with a Client’s end customers except as expressly authorized by the Work Order or by Cloudwork|PRO.

7. Platform Fees

7.1 Fee Schedule. Cloudwork|PRO charges Users the fees set forth in the Fee Schedule, which is published on the Platform and incorporated into this Agreement. Cloudwork|PRO may update the Fee Schedule from time to time upon at least fifteen (15) days’ notice through the Platform or by email; updated fees apply to Work Orders created after the effective date of the change. Continued use of the Platform after a fee change becomes effective constitutes acceptance of the change. Platform fees are consistent with prevailing industry standards for field-service marketplaces.

7.2 Client Platform Fees. Clients pay a platform service fee on each Work Order, currently twelve percent (12%) of the pre-tax Work Order payment amount (or such other rate stated in the Fee Schedule or the applicable Work Order), plus any payment processing, convenience, expedite, cancellation, or other fees set forth in the Fee Schedule.

7.3 Technician Platform Fees. Technicians pay a platform fee on each Work Order equal to the percentage of the Technician’s total gross payout stated in the Fee Schedule, plus any optional service fees (such as expedited payment) the Technician elects.

7.4 Fees Apply to Total Payout, Including Expenses and Reimbursements. Technician platform fees are calculated on the total gross amount payable to the Technician in connection with a Work Order, including, without limitation, labor charges, materials and parts reimbursements, travel charges, mileage, tolls, per diem, trip charges, rush fees, bonuses, and any other expense reimbursements or pass-through amounts processed through the Platform. Each Technician acknowledges and agrees that: (a) this fee basis reflects the cost of administering, documenting, funding, and disbursing all amounts through the Platform, including reimbursements; (b) this fee basis is consistent with common practice among field-service marketplaces; (c) Technician is an independent business and should account for platform fees when setting its rates and submitting expense amounts; and (d) Technician waives any claim that platform fees may not be applied to expense or reimbursement amounts. Nothing in this Section limits any expense reimbursement obligation imposed on a Client by applicable law, which remains the Client’s sole responsibility.

7.5 No Refund of Fees. Except as expressly stated in this Agreement or required by law, fees are non-refundable once incurred.

8. Payment Terms

8.1 Payment Methods; Authorization. Except for MSA Clients approved for invoicing terms, Clients must maintain at least one valid credit card or ACH-enabled bank account on file with Cloudwork|PRO or its payment processor. By adding a payment method, you authorize Cloudwork|PRO and its payment processors to store your payment credentials and to initiate charges and debits against them for all amounts due under this Agreement, including recurring and unscheduled charges permitted by this Agreement, in accordance with applicable card network rules and, for ACH debits, the NACHA Operating Rules. For ACH, you authorize Cloudwork|PRO to re-initiate a returned debit up to two additional times. You may update payment methods at any time, but a valid payment method must remain on file while any Work Order is open or any amount is outstanding. You agree that charges made in accordance with this Agreement are authorized transactions.

8.2 Advance Collection; Pre-Funding. Unless the Client is an MSA Client with approved payment terms, Cloudwork|PRO will charge the Client’s payment method on file for the full estimated amount of each scheduled Work Order — including anticipated Technician compensation, estimated approved expenses, applicable platform fees, and taxes — no later than one (1) business day before the scheduled start of work. If the charge cannot be completed, Cloudwork|PRO may suspend, unassign, reschedule, or cancel the Work Order without liability, and a cancellation occurring within twenty-four (24) hours of the scheduled start due to the Client’s failed funding will be treated as a Client late cancellation under Section 9.1. Cloudwork|PRO may also require pre-funding of estimated amounts at posting for new accounts, large deployments, elevated risk, or past payment issues.

8.3 Reconciliation. Upon approval of a Work Order (including Automatic Approval), Cloudwork|PRO will reconcile the pre-funded amount against the final approved amount, charge the Client’s payment method for any additional amounts due (including approved expenses, scope changes, and overtime authorized through the Platform), and credit or refund any excess pre-funded amount to the Client within a commercially reasonable period.

8.4 MSA Clients Only — Credit Terms. Invoicing, payment terms (e.g., Net 7), financing charges, and any extension of credit are available only to Clients that have executed an MSA and been approved in writing by Cloudwork|PRO, and are governed by the MSA and its order forms. Cloudwork|PRO may revoke approved terms and convert any Client to advance collection under Section 8.2 based on payment history, credit risk, or account performance. No other Client is entitled to receive services before payment.

8.5 Work Order Approval; Automatic Approval. When a Technician marks a Work Order complete and requests payment, the Client has five (5) business days to either approve the Work Order or mark it incomplete with specific, documented reasons based on the stated Work Order requirements. If the Client takes no action within that period, the Work Order is automatically deemed approved on the sixth (6th) business day (“Automatic Approval”). Automatic Approval has the same effect as manual approval. By maintaining an account, the Client irrevocably authorizes Cloudwork|PRO to charge its stored payment method(s) or apply pre-funded amounts for all amounts due upon approval or Automatic Approval, and waives any right to dispute or reverse such charges on the ground that it did not affirmatively approve the Work Order. Once payment is released to the Technician, any dispute regarding the services is solely between the Client and the Technician.

8.6 Failed Payments. If a payment method fails or an ACH debit is returned, Cloudwork|PRO may retry the payment method(s) on file, and a failed payment fee of $100 (or such other amount stated in the Fee Schedule) will apply to each failed or returned payment. Accounts with unresolved failed payments may be suspended, and open Work Orders may be paused or cancelled, until all balances, fees, and costs are paid in full. Cloudwork|PRO may require replacement payment methods, deposits, or additional pre-funding as a condition of restoring access.

8.7 Chargebacks. Clients agree not to initiate a chargeback, ACH reversal, or payment dispute with their bank or card issuer for any charge made in accordance with this Agreement, and to instead raise billing concerns through the Platform’s dispute process. For each chargeback or reversal that is initiated in breach of this Section or resolved in Cloudwork|PRO’s favor, the Client shall pay a chargeback administration fee of $250 (or such other amount stated in the Fee Schedule) plus all processor fees, penalties, and collection costs incurred. Cloudwork|PRO may suspend the account and offset such amounts against any funds held.

8.8 Technician Payment; ExpressPay. Technicians are paid for Work Orders after approval or Automatic Approval, in accordance with the payout timing stated in the Fee Schedule or Platform policies, and subject to Section 8.9. Technicians may elect to accelerate payment through ExpressPay for the fee stated in the Fee Schedule; by using ExpressPay, the Technician assigns its payment rights for the applicable Work Order to Cloudwork|PRO.

8.9 Withholding; Setoff; Adjustments. Cloudwork|PRO may reject, reduce, reverse, or withhold payment for incomplete work, unauthorized work, falsified documentation, duplicate billing, unsupported expenses, client credits attributable to Technician fault, redispatch costs caused by Technician fault, breach of this Agreement, suspected fraud, or amounts a User is not entitled to receive, and, to the extent permitted by law, may set off amounts any User owes to Cloudwork|PRO against amounts otherwise payable to that User. Upon termination, accrued payment obligations survive and Cloudwork|PRO may withhold or offset funds to cover outstanding obligations.

8.10 Late Amounts; Collection Costs. Any amount not paid when due accrues a late charge equal to the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Users shall reimburse Cloudwork|PRO for all reasonable costs of collection, including reasonable attorneys’ fees.

8.11 Taxes on Fees. Fees do not include taxes unless expressly stated. Clients are responsible for all sales, use, excise, and similar taxes arising from their Work Orders, excluding taxes on Cloudwork|PRO’s net income.

9. Cancellations; Reschedules; No-Shows

9.1 Client Late Cancellation Fee. A Client may cancel or reschedule a Work Order through the Platform. If a Client cancels a scheduled Work Order within twenty-four (24) hours of its scheduled start time, the Client shall pay: (a) a cancellation fee of $250 per cancelled Work Order (or such other amount stated in the Fee Schedule or the applicable Work Order); plus (b) all documented amounts incurred in connection with the cancelled Work Order, including trip charges, mileage, travel time, non-returnable or special-order materials, restocking charges, rush fees, and any amounts owed to the assigned Technician under the Work Order or Platform policy. Cloudwork|PRO may charge these amounts to the Client’s stored payment method or deduct them from pre-funded amounts, and will remit to the Technician any portion payable to the Technician.

9.2 Client-Caused Failures. A Work Order that cannot be performed due to Client-caused issues — including denied or failed site access, end-customer no-show, materially inaccurate scope, missing Client-supplied materials, or failure to fund under Section 8.2 — is treated as a Client cancellation at the time of the failure, and Section 9.1 applies if the failure occurs within twenty-four (24) hours of the scheduled start.

9.3 Technician Cancellations and No-Shows. Technicians who cancel an accepted Work Order without good cause, arrive materially late without notice, or fail to appear may be subject to account suspension or deactivation, removal from the Work Order, reduced visibility on the Platform, and deduction of documented redispatch and remediation costs from amounts otherwise payable, as stated in the Fee Schedule or Platform policies.

9.4 Cloudwork|PRO Cancellation Rights. Cloudwork|PRO may pause, unassign, or cancel any Work Order for suspected fraud, safety concerns, compliance issues, failed funding, or violation of this Agreement, without liability to any User.

10. Expenses and Reimbursements

10.1 Approval and Documentation. Expenses (including materials, parts, and travel) are reimbursable only if authorized by the applicable Work Order or approved by the Client through the Platform, and must be submitted with the documentation the Platform or the Work Order requires (e.g., itemized receipts). Unsupported or unauthorized expense requests may be rejected.

10.2 Processing Through the Platform. All expense reimbursements and pass-through amounts related to a Work Order must be processed through the Platform. Expense and reimbursement amounts are part of the Technician’s total gross payout and are subject to Technician platform fees as set forth in Section 7.4.

11. Non-Circumvention; Non-Solicitation; Liquidated Damages

11.1 Non-Circumvention. Users shall not circumvent the Platform or its fee structures. During the term of a User’s registration and for twelve (12) months after the later of (i) the last Work Order involving the applicable Client, Technician, end customer, site, project, or opportunity introduced through the Platform, or (ii) the last date the User received Confidential Information concerning the same, the User shall not, directly or indirectly: (a) solicit, accept, divert, perform, broker, or arrange services outside the Platform for any counterparty, end customer, site, project, or opportunity first introduced through the Platform; (b) pay, engage, contract with, refer work to, or retain outside the Platform any User first introduced through the Platform; (c) share contact, payment, or pricing information for the purpose of bypassing the Platform; or (d) encourage or assist any person to do any of the foregoing.

11.2 Preexisting Relationships; General Trade. Section 11.1 does not apply to relationships a User can demonstrate, through contemporaneous written records, existed before the introduction through the Platform, and nothing in this Section prohibits a Technician from engaging generally in a lawful trade or business or marketing services to the public at large.

11.3 Liquidated Damages. The parties agree that circumvention causes Cloudwork|PRO real but difficult-to-quantify harm, including lost fees, lost goodwill, recruiting and onboarding investment, redispatch and remediation costs, and damage to marketplace integrity. Accordingly, a User that breaches Section 11.1 shall pay Cloudwork|PRO, as liquidated damages and not as a penalty, the greater of: (a) $7,500 per prohibited engagement or diversion event; or (b) three (3) times the aggregate compensation paid or payable in connection with the diverted Work Order(s) and related off-platform work. Each materially distinct diversion, counterparty, site, or engagement may constitute a separate event. Liquidated damages are without prejudice to Cloudwork|PRO’s rights to injunctive relief, suspension, termination, setoff, and recovery of unpaid fees, except to the extent a recovery would constitute an impermissible double recovery.

12. Acceptable Use

Users shall not: (a) misuse, copy, reverse-engineer, scrape, data-mine, or create derivative works of the Platform or use Platform data to train machine-learning models; (b) engage in fraud, misrepresentation, falsified documentation, spam, or unauthorized use of data or APIs; (c) circumvent Platform processes, security measures, or fee structures; (d) misrepresent identity, qualifications, credentials, insurance, completion status, or deliverables; (e) harass, threaten, or discriminate against any person, or act unprofessionally toward any Client, end customer, site contact, Cloudwork|PRO personnel, or other User; (f) upload malicious code or interfere with Platform operation; or (g) engage in any conduct that violates law or harms Cloudwork|PRO, its Users, or its reputation. Cloudwork|PRO may audit accounts, suspend activity, and restrict withdrawals for suspected fraud, money laundering, or misuse.

13. Suspension; Removal; Termination

13.1 Removal at Cloudwork|PRO’s Discretion. Cloudwork|PRO may suspend, limit, deactivate, remove, or terminate any User’s account or Platform access at any time, in its sole discretion, for any reason or no reason, with or without notice, and without liability to the User or any third party. Reasons may include, without limitation, suspected fraud, complaints, safety concerns, policy violations, circumvention risk, insurance or licensing lapses, non-responsiveness, payment failures, or conduct Cloudwork|PRO reasonably believes may expose it, its Users, or end customers to harm, liability, or reputational damage — but no reason is required.

13.2 User Termination. A User may close its account at any time, subject to completing or lawfully resolving open Work Orders and paying all amounts due.

13.3 Effect of Termination. Termination does not affect accrued payment obligations, and Cloudwork|PRO may withhold or offset funds to cover outstanding obligations in accordance with Section 8.9. Sections that by their nature should survive — including Sections 3, 5, 7 through 11, and 15 through 23 — survive termination.

14. Insurance

Technicians must maintain, at their own expense: (a) workers’ compensation insurance as required by applicable law for their personnel; (b) commercial general liability coverage of at least $1,000,000 per occurrence; and (c) automobile liability coverage as required by law where driving is involved in performing Work Orders. Cloudwork|PRO may require proof of coverage at any time and may suspend accounts for noncompliance. Clients may require additional coverage as a condition of a Work Order. Cloudwork|PRO does not provide insurance coverage to any User.

15. Taxes; Information Reporting

Users are responsible for all taxes applicable to their activities. Technicians must provide a valid IRS Form W-9 (or equivalent) and any other required tax documentation before receiving payouts. Cloudwork|PRO will file IRS Form 1099 or equivalent information returns as required by law.

16. Confidentiality

“Confidential Information” means all non-public information disclosed or made available through the Platform or in connection with a Work Order, including client and end-customer identities, site addresses and lists, pricing, margins, scope templates, service histories, credentials, workflow rules, and business information of Cloudwork|PRO, a Client, or an end customer. Users shall protect Confidential Information with at least the same care they use for their own confidential information (and no less than reasonable care), shall use it solely to perform authorized activities on the Platform, and shall not disclose, copy, scrape, retain, sell, or use it for any competitive, solicitation, or off-platform purpose. Upon request or termination, Users shall cease use of and return or destroy Confidential Information except as retention is required by law.

17. Intellectual Property; User Content; Data

17.1 Platform Ownership. Cloudwork|PRO and its licensors retain all right, title, and interest in and to the Platform, its software, workflows, templates, documentation, algorithms, data structures, analytics, and derived insights, and all related intellectual property rights. Users receive only a limited, revocable, non-exclusive, non-transferable right to access and use the Platform during their registration in accordance with this Agreement.

17.2 User Content. Users retain ownership of content they submit but grant Cloudwork|PRO a worldwide, royalty-free, sublicensable license to host, copy, process, display, and use such content to operate, provide, secure, and improve the Platform. Cloudwork|PRO may generate and use aggregated or de-identified data that does not identify a User.

17.3 Marketing. Users grant Cloudwork|PRO a license to use their names and logos to identify them as Platform participants in marketing materials; a User may revoke this license prospectively by written notice.

18. Privacy; Electronic Communications; E-Sign Consent

18.1 Privacy. Cloudwork|PRO’s collection and use of personal information is described in its Privacy Policy, which is incorporated into this Agreement.

18.2 Electronic Communications and Signatures. You consent to receive all notices, disclosures, agreements, tax documents, and other communications from Cloudwork|PRO electronically, including by email, SMS/text message (message and data rates may apply; reply STOP to opt out of non-essential texts), and Platform notifications, and you agree that electronic acceptance, click-through, and electronic signatures satisfy any requirement that a communication or agreement be in writing or signed. You may withdraw consent to electronic delivery by written notice, in which case Cloudwork|PRO may suspend or terminate your access

19. Indemnification

Each User shall defend, indemnify, and hold harmless Cloudwork|PRO, its affiliates, and their respective officers, directors, managers, members, employees, agents, and representatives from and against all claims, demands, actions, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the User’s breach of this Agreement; (b) the User’s performance or non-performance of any Work Order; (c) bodily injury, death, or property damage caused by the User or its personnel; (d) claims that Cloudwork|PRO is a general contractor, subcontractor, employer, or joint employer with respect to the User or its personnel, or any worker-classification, wage-hour, tax, withholding, benefits, or employment-related claim arising from the User’s business or personnel; (e) licensing, permitting, or regulatory violations related to the User’s activities; (f) the User’s violation of law; (g) infringement or misuse of intellectual property, data, or Confidential Information; and (h) any subcontractor or substitute labor used by the User.

20. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDWORK|PRO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. CLOUDWORK|PRO DOES NOT WARRANT OR GUARANTEE THE WORKMANSHIP, TIMELINESS, LEGAL COMPLIANCE, CLASSIFICATION STATUS, LICENSING STATUS, IDENTITY, OR SUITABILITY OF ANY USER, OR THE QUALITY, SAFETY, OR LEGALITY OF ANY WORK ORDER OR ITS PERFORMANCE.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) CLOUDWORK|PRO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CLOUDWORK|PRO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) $500 OR (II) THE FEES PAID BY THE USER TO CLOUDWORK|PRO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT LIMIT OBLIGATIONS THAT CANNOT LAWFULLY BE LIMITED.

22.Dispute Resolution; Arbitration; Class Action Waiver

22.1 Informal Resolution First. Before initiating arbitration, a party must send the other a written notice of dispute describing the claim and the relief sought, and the parties shall attempt in good faith to resolve the dispute for sixty (60) days after the notice is received.

22.2 Binding Arbitration. Except as provided in Section 22.4, any dispute arising out of or relating to this Agreement or the Platform shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its applicable rules, seated in Bend, Oregon. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

22.3 Class Action and Jury Trial Waiver. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES. EACH USER WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

22.4 Exceptions. Either party may (a) bring an individual claim in small claims court, and (b) seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in Deschutes County, Oregon for infringement or misuse of intellectual property or Confidential Information or breach of Section 11, without waiving arbitration of the underlying dispute.

22.5 Mass Filings. If twenty-five (25) or more similar arbitration demands are filed against Cloudwork|PRO by or with the assistance of coordinated counsel, the parties agree the demands shall be resolved in staged batches under the AAA’s applicable mass-arbitration procedures, with filing fees due only as each batch proceeds.

22.6 Severability of Arbitration Terms. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in the courts identified in Section 22.4 rather than in arbitration.

23. Governing Law

This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 22. Subject to Section 22, each User consents to the exclusive jurisdiction and venue of the state and federal courts located in Deschutes County, Oregon.

24. Compliance

Each User represents and warrants that it complies, and will comply, with all applicable laws, including labor and employment, licensing, tax, privacy, safety, OFAC and sanctions, export control, and anti-money laundering laws and regulations.

25. Force Majeure

Cloudwork|PRO shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, epidemics, internet or utility outages, labor disputes, payment network failures, or government action.

26. Assignment

Cloudwork|PRO may assign this Agreement without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets. Users may not assign this Agreement without Cloudwork|PRO’s prior written consent.

27. Notices

Legal notices to Cloudwork|PRO must be delivered to: Cloudwork Pro, LLC, 750 Charbonneau, Suite 201, Bend, OR 97703, Attn: Legal Department. Cloudwork|PRO may provide notices to Users electronically in accordance with Section 18.2.

28.Modifications

Cloudwork|PRO may update this Agreement from time to time by posting a revised version on the Platform or by requiring renewed click-through acceptance. Unless a later effective date is stated, changes take effect upon posting, except that material changes affecting fees or dispute resolution will be effective no earlier than fifteen (15) days after notice. Continued use of the Platform after the effective date constitutes acceptance. If you do not agree to a change, your sole remedy is to stop using the Platform and close your account.

29. General

This Agreement, together with the incorporated policies and, for MSA Clients, the applicable MSA and order forms, constitutes the entire agreement between each User and Cloudwork|PRO regarding the Platform and supersedes all prior understandings on that subject. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall remain in full force and effect. Failure to enforce any provision is not a waiver. Headings are for convenience only. This Agreement may be accepted electronically.