Terms & Conditions

TERMS & CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU ACCESS OR USE CLOUD TASKFORCE.COM OR ANY AFFILIATED SITES AND/OR THEIR SUBDOMAINS (COLLECTIVELY, THE “SITE”), ON WHICH THESE TERMS AND CONDITIONS (THE “AGREEMENT”) ARE POSTED.

1. Acceptance of This Agreement

The Site is copyrighted work belonging to Original Ventures, LLC, D/B/A Cloud Taskforce, LLC (hereafter also “we,” “us,” “our,” and, “the Company”). These Terms and Conditions constitute the Cloud Taskforce, LLC End-User Agreement (the “Agreement“) and govern your access to and use of the services and the content (defined below in Section 13) available on the Site (collectively, the “Services“). Specific features of the Site may have additional rules and terms associated with them, and such additional rules and terms will be prominently posted or otherwise made available to each user (hereafter also “you” and “your,” including any entity that you represent).

THIS AGREEMENT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND CLOUD TASKFORCE, LLC. BY USING THIS SITE AND THE RELATED SERVICES, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THIS AGREEMENT WITHOUT RESTRICTION, AND WARRANT THAT YOU HAVE FULL AUTHORITY AND CAPACITY, LEGAL AND OTHERWISE, TO USE THE SERVICES. YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT.

BY YOUR CONTINUED USE OF THE SITE, YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT, OR THAT YOU ARE OF THE LEGAL AGE REQUIRED TO FORM A BINDING CONTRACT IN YOUR JURISDICTION IF THAT AGE IS GREATER THAN 18, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

THIS AGREEMENT LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE, AND IT REQUIRES THAT ALL DISPUTES BE RESOLVED THROUGH BINDING ARBITRATION. THIS MEANS THAT YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY ACCORDING TO THE ARBITRATION PROVISIONS BELOW RATHER THAN IN A COURT OF LAW OR THROUGH A CLASS ACTION LAWSUIT.

This Agreement governs the entire relationship between you and Cloud Taskforce, LLC. All supplemental terms and rules issued by the Company that apply to the use of the Site, including those regarding privacy and additional disclaimers as well as our Acceptable Use Policy (“AUP”), form an integral part of this Agreement and are incorporated herein by this reference.

By accepting this Agreement, you further understand and agree that the Site and any content or Services therein are provided by the Company and may be terminated or otherwise discontinued by the Company at its sole discretion at any time pursuant to this Agreement.

If you have any questions relating to the Site or Membership (as defined below), they can be sent to the attention of our Customer Service by email to hello@cloudtaskforce.com. The publication of electronic mail addresses is to facilitate communications relating to the use of the Site and must not be inferred as consent by us to receiving unsolicited commercial electronic messages.

2. Modifications to this Agreement

We reserve the right to change any part of this Agreement at any time, and we will most likely make such modifications from time to time. When modifications to this Agreement are made, you will receive a communication from us providing notice of such modification. Any changes to the Agreement will be effective immediately upon notice, and we may provide such notice by any means, including, without limitation, by electronic posting. You agree to check this Agreement periodically for the new provisions that govern the Site and the Services. Your continued accessing or usage of the Site, content modifications, or Services following the posting of any notice of modifications to this agreement will be considered your acceptance of any such modifications.

3. License to Use

This Site primarily operates as an e-commerce website. Subject to all provisions set forth in this Agreement, you are granted a personal, worldwide, non-transferable, non-exclusive, royalty-free, limited license to use and access the Site. You must use this license only in the manner permitted by this Agreement and for the sole purpose of using and enjoying the benefit of the Services provided by the Site.

When using the Site or the Services, you may not impersonate another person or entity, assume a fictitious identity, attempt to mislead others by indicating that you represent the Company, any of its partners, affiliates, or related companies, or express or imply that any statements that you make or actions you take are endorsed by the Company.

The license to use does not entitle you to download or copy any Content, paid or free, except as may occur through the normal caching function of your browser or other device, and except to print and retain a copy for your own personal, non-commercial use.

You may not reproduce, republish, upload, post, transmit, modify, distribute or publicly display any of the Content except as expressly authorized in this Agreement, nor go outside the site to sell, advertise or post Content or information granted to you through the Site by setting up an account and paying your membership fee.

4. No Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH REGARD TO THE SERVICES OR CONTENT PROVIDED ON THE SITE, OR WITH REGARD TO THE SITE’S OR THE SERVICES’ AVAILABILITY OR UPTIME (OR LACK THEREOF) AT ANY TIME OR OVER TIME FROM ANY SPECIFIC NETWORK OR ANY PART OF THE WORLD. THE COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, VENDORS, AGENTS, SUBSIDIARIES, LICENSORS, SUCCESSORS AND ASSIGNS (THE “COMPANY PERSONS”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. 

THIS INCLUDES, WITHOUT LIMITATION TO THE FOREGOING, NO WARRANTY THAT THE SITE, ITS CONTENT OR THE SERVICES WILL BE CONSTANTLY AVAILABLE OR AVAILABLE AT ALL, UNINTERRUPTED, USEFUL, TRUE, ACCURATE, NON-MISLEADING, TIMELY, RELIABLE, COMPLETE, ERROR-FREE, FREE OF OMISSIONS, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, LEGAL, OR SAFE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS SECTION SUPERSEDES ANY SUCH IMPLIED OR INFERRED WARRANTY, AND IN THE EVENT OF ANY CONFLICT BETWEEN ANY INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE OR SERVICES THAT IS IN CONFLICT WITH THIS SECTION, THIS SECTION SHALL GOVERN. YOUR USE OF THIS SITE AND THE SERVICES IS AT YOUR SOLE RISK AND WE ASSUME NO RESPONSIBILITY FOR HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, THE DELETION OF INFORMATION YOU TRANSMIT ON THE SITE, OR THE DELETION OR FAILURE TO STORE OR TRANSMIT USER CONTENT OR PERSONALIZATION SETTINGS THAT MAY RESULT FROM YOUR ACCESS TO OR USE OF THE SITE AND SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION THAT MAY CAUSE DAMAGE TO YOUR COMPUTER, NETWORK, OR INTERNET ACCESS. THIS SITE AND ITS CONTENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THIS SITE CONSTITUTES, IS MEANT TO CONSTITUTE, OR MAY BE USED AS ADVICE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LEGAL, OR FINANCIAL ADVICE. WE ENCOURAGE YOU TO CONSULT THE APPROPRIATE PROFESSIONAL SHOULD YOU REQUIRE LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

The Company provides the Site on a commercially reasonable basis and does not guarantee that you will be able to access or use the Site at times or locations of your choosing and indeed at any time, or that the Company will have adequate capacity for the Services as a whole or at any specific geographical location.

The Company does not warrant that the Site will be uninterrupted or secure, that it will be available at any particular time, free of inaccuracies, errors, omissions, viruses or other harmful components, or will be corrected if found to be defective. We reserve the right to modify and/or discontinue the Site, or access thereto, at any time without notice. To the extent that you communicate with a Company representative through any source, the statements and promises made or actions taken by them shall not limit or otherwise modify the terms of this Agreement and this Agreement shall govern and supersede any information provided to you through such contact with a Company representative.

The Company does not warrant that the Site or the servers that make the Site available will work with any particular hardware or software system or configuration.

The Company shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Company, including without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond the Company’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, materials, climate change or any related disasters, events, shortages or hardship.

5. International Use and Compliance

Due to the global nature of the internet, you understand and agree that it is your responsibility to ensure that your use of the Site and the Services complies with all local, international, and other laws that may apply. In addition, United States import and export control laws and the import regulations of other countries may apply to the use of the Site and/or the Services. You agree not to export, upload, post, or transfer, directly or indirectly, any software, technical data, or technology acquired through the Company, the Site, or the Services in violation of such export or import laws, including, but not limited to, the United States Export Administration Regulations (EAR) and the various United States sanctions programs.

6. Privacy

Your privacy is very important to us. We designed our Privacy Policy, incorporated herein by reference, to make important disclosures about how we use your personal information. We encourage you to read the Privacy Policy, and to use it to help you make informed decisions.

By using this Site, you consent to our collection and use of your personal information as set forth in the Privacy Policy. At times we may need to send you communications related to the Site or the Services. Such communications are considered part of the Services, and you may not be able to opt out of receiving them. We reserve the right to access and disclose the information you submit to the Site if required to do so by law or if we have a reasonable, good-faith belief that doing so is necessary for (i) responding to requests for customer service, (ii) addressing fraud, security, or technical issues, (iii) protecting the rights, property, and safety of the Company, the Company Persons, the Company’s users, and the public, (iv) responding to legal claims and processes, or (v) enforcing this Agreement, including investigating potential violations.

7. Intellectual Property

All content and Services offered by Company on the Site, including, but not limited to, the free materials and content, paid Membership materials and content, software, any resources you receive through a representative of Company, and all logos, slogans, and taglines (collectively and individually, the “Content”), are protected by trademark and copyright laws.

You may not modify, publish, transmit, transfer, sell, reproduce, upload, post, perform, display, create derivative works from, or in any way exploit such Content or distribute it in any way to any other computer, server, website or other medium for publication or distribution or for any commercial purpose, except as Company expressly permits in this Agreement. Making unauthorized copies of the Content may result in the termination of your Account, prohibition to use the Site, and further legal action.

8. Termination and Survival

Any obligations which expressly or by their nature are to continue after any termination, cancellation, or expiration of this Agreement, including but not limited to those addressing privacy and content ownership, shall survive and remain in effect after any such termination, cancellation or expiration. Furthermore, the following sections of this Agreement shall explicitly survive any termination or discontinuance of not only this Agreement but also of the Site and/or the Services and/or your access to them: Intellectual Property, Indemnification, Limitation of Liability, Privacy (and the Privacy Policy), Warranties, Disclaimers, Release, and Dispute Resolution.

9. Third-Party Resources

The Site may contain links to and advertisements for third-party websites and services (collectively, “Third-Party Resources“). You agree and acknowledge that Third-Party Resources are not under the Company’s control, and we are not responsible for the content, products, or services they provide. We may provide access to Third-Party Resources only as a convenience to you and we do not monitor, endorse, warrant, or make any representations regarding Third-Party Resources. It is your sole responsibility to exercise appropriate caution and discretion when using Third-Party Resources, and you acknowledge that you assume all risks that arise from such use.

10. Modification of Site

We reserve the right to modify, add to, suspend, or terminate all or part of the Site or Services at any time with or without providing prior notice to you. This includes the right to create limits on our visitors’ use of Services and data storage. You agree that we are not liable for using or enforcing the rights stated in this Section. Unless we indicate otherwise, any future modifications to the Site are subject to this Agreement.

We may require that you accept such updates and modifications to the Site from time to time. In accordance the provisions of Section 2 of this Agreement, we reserve the right to change, modify, add or remove portions of this Agreement, at any time, for any reason, with or without notice to you, or to do any of the following:

1.    Modify, suspend, limit or terminate operation of, or access to, any portion of any feature or function of the Site, the Services, your Membership and/or any of its applicable policies or terms, including hours of availability

2.    Change any fees or charges that may be related to your use of the Services

3.    Change the equipment, hardware or software required to access the Services

4.    Interrupt the Services, or any portion of the Services, to perform routine or non-routine maintenance, error correction or other changes.

11. Support or Maintenance

Although we may choose to provide customer support or website maintenance, you acknowledge and agree that we are under no obligation to do so.

12. Intellectual Property Rights and Ownership

Unless otherwise provided herein, Cloud Taskforce LLC and its permitted licensors own all intellectual property rights to the Site and its contents. These rights apply to all Content and include, but are not limited to, ownership of all text, graphics, images, logos, copyrighted material, trademarks, patents, software, and other distinctive brand features displayed on the Site or Services, including the compilation of any of the foregoing items. Except for the limited rights granted by this Agreement, neither this Agreement nor your use or access to the Site give you or any third-party intellectual property rights. We reserve all rights not explicitly granted by these Terms, which do not grant any implied licenses. All copyrights, trademarks, and other intellectual property notices on the Site or Services must be retained on all copies thereof. You may not publish, reverse engineer, modify, distribute, transmit, sell, create derivative or plagiaristic works of, or use or exploit for any commercial reason, whether in whole or in part, any of the Content on the Site or the Services without our express prior written consent or any other applicable consent. Content on the Site is not for resale under any circumstances.

13. Copyright Policy

We expect you to respect the intellectual property rights of others when using the Site and Services. We will respond to any notices of copyright infringement that we receive that comply with applicable law and are properly submitted to us (pursuant to 17 U.S.C. 512(c)). In order to submit a notice of infringement of your copyrighted material, please provide us with the following information:

·         A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

·         Identification of the copyrighted work or works claimed to have been infringed;

·         Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

·         Your contact information, including your address, telephone number, and an email address, if available;

·         A statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

·         A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We may remove any content that is alleged to be infringing at our sole discretion without prior notice and without liability to you. We also reserve the right to take other appropriate action against infringers, such as terminating the user’s account if the user is determined to be a repeat infringer. Please send any notice of alleged copyright infringement to our designated copyright agent at the following address: Cloud Taskforce, LLC Email: hello@Cloud Taskforce.com.

Note that pursuant to 17 U.S.C. 512(f), any material misrepresentation in a written notification that content is infringing or that allegedly infringing content was removed by mistake or misidentification automatically subjects the complaining party to liability for damages, including costs and attorney’s fees incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by us, if injured by such misrepresentation.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUD TASKFORCE, LLC, AS WELL AS ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, SUPPLIERS, VENDORS, AGENTS, LICENSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS (the “COMPANY PERSONS”) MAY NOT BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES, or any other kind of damages whatsoever, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST FUNDS, LOST REVENUES, LOST OPPORTUNITY OR OPPORTUNITY COST, LOST DATA, LOSS OF SECURITY, LOSS OF PRIVACY, COSTS OF RECREATING LOST DATA, COST OF PROCURING OR TRANSITIONING TO SUBSTITUTE SERVICES, OR LOSS OF USE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED ON (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR THE SERVICES OR ANY ACTION YOU MAY CHOOSE TO TAKE OR REFRAIN FROM TAKING BASED ON SUCH USE OR INABILITY TO USE; (ii) THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES; (iii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iv) ANY CONTENT OBTAINED FROM THE SERVICES; (v) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (vi) OTHER MATTERS RELATED TO THE SITE OR SERVICES OR ANY THIRD PARTY SERVICES PROVIDED OR PASSED THROUGH BY THE COMPANY, INCLUDING BUT NOT LIMITED TO CLAIMS OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING STRICT LIABILITY), TORTS OF ANY KIND, OR CLAIMS UNDER ANY OTHER LEGAL THEORY, WHETHER IN TORT OR IN CONTRACT, AT LAW OR EQUITY, EVEN IF DUE TO THE COMPANY’S NEGLIGENCE, AND EVEN IF EITHER YOU AND/OR THE COMPANY KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF AND WHETHER OR NOT SUCH EVENTS, DAMAGES OR CLAIMS WERE OR SHOULD HAVE BEEN FORESEEABLE. THESE LIMITATIONS APPLY EVEN IF EITHER YOU OR THE COMPANY OR BOTH HAVE BEEN EXPRESSLY ADVISED OF THE POTENTIAL OF LOSS, DAMAGE, CLAIM OR LIABILITY. FURTHER, EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT BY THE COMPANY, THE COMPANY SHALL NOT BE LIABLE FOR DIRECT DAMAGES.

YOU AGREE THAT COMPANY PERSONS WILL HAVE NO LIABILITY OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF OR FROM YOUR USE OF THE SITE OR SERVICES AND YOU FURTHER AGREE TO BRING ANY CLAIM YOU MAY HAVE AGAINST THE COMPANY ITSELF AND YOU EXPLICITLY AGREE TO NOT BRING ANY CLAIM PERSONALLY AGAINST ANY COMPANY PERSONS. THE LIMITATIONS IN THIS SECTION 21 APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STATUTE, OR OTHERWISE.

THE COMPANY’S MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY TO YOU, YOUR REPRESENTATIVES, AFFILIATES, SUCCESSORS OR ASSIGNS FOR ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, ATTORNEY AND EXPERT FEES OR LIABILITY OF ANY KIND UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, OR UNDER ANY LEGAL THEORY, SHALL BE THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00 US DOLLARS) OR THE AMOUNT YOU PAID THE COMPANY FOR THE SERVICES, IF ANY, IN THE TWO MONTHS IMMEDIATELY PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LOSS, DAMAGE, CLAIM OR ALLEGED LIABILITY. YOU UNDERSTAND AND AGREE THAT THE PROVISIONS OF THIS SECTION 21 (LIMITATION OF LIABILITY) SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS OR ACTIONS ARISING FROM OR ARE BY ANY THEORY RELATED TO (i) THE SITE AND THE SERVICES, (ii) ANY ACTIONS YOU MAY TAKE OR MAY REFRAIN FROM TAKING BASED ON THE SITE OR SERVICES AND ANY CLAIMS OR ACTIONS ARISING FROM SUCH ACTIONS YOU MAY TAKE OR REFRAIN FROM TAKING, (iii) THE SUBJECT MATTER OF THIS AGREEMENT, AND, (iv) ANY THIRD PARTY SERVICES PROVIDED OR PASSED THROUGH BY THE COMPANY OR BY ANY OTHER PARTY IN CONJUNCTION WITH THE SERVICES AND ANY CLAIMS OR ACTIONS ARISING THEREFROM; EVEN IF A MEDIATOR, ARBITRATOR, COURT OF COMPETENT JURISDITION OR ANY OTHER RELEVANT AUTHORITY FINDS THAT SUCH SOLE AND EXCLUSIVE REMEDY PROVIDED HEREIN FAILS OR HAS FAILED ITS ESSENTIAL PURPOSE. THE EXISTENCE OF MORE THAN ONE CLAIM OR CAUSE OF ACTION SHALL NOT ENLARGE THE LIMITS OF THE SOLE AND EXCLUSIVE REMEDY PROVIDED HEREIN.

15. Indemnity

You agree to indemnify, defend, and hold harmless the Company and the Company Persons including, but not limited to, costs and attorney’s fees, from any claim or disputes by a third party arising out of your use of the Site, violation of this Agreement, violation of applicable law, regulation or ordinance, violation of the rights of any third party, your conduct in connection with the Services or with other users, or your posting, modifying, or otherwise transmitting content through the Site or Services. We reserve the right, at your expense, to assume exclusive control over the defense of any claim or dispute for which you must indemnify us. You agree to cooperate fully with us in defending such claims or disputes, and you agree not to settle any such claims or disputes without our prior written consent. We will make a reasonable effort to provide you with notice of any such claim or dispute once we receive notice. This indemnity shall survive any termination or cessation of use by you of the Services.

16. Release

In the event you have a dispute arising out of, directly or indirectly, this Agreement or your use of the Site or Services, you hereby release and forever discharge the Company and the Company Persons, from all related claims, actions, demands, disputes, damages, and liabilities, whether past, present, or future. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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 OR HER SETTLEMENT WITH THE DEBTOR.”

17. Violations of this Agreement

Should you breach this Agreement, we may take any and all actions we deem appropriate in our sole discretion under the circumstances, including, but not limited to, suspending, blocking, or terminating your access to the Site and Services and your account.

18. Dispute Resolution

Unless both parties agree otherwise on a case-by-case basis and indicate such agreement in a mutually executed sealed instrument wishing to claim an exemption from this Section 25, you and the Company agree that any dispute, claim, or controversy you may have arising out of or relating to the Site, Services, or this Agreement will be resolved through mandatory binding arbitration administered by the American Arbitration Association (AAA) in accordance with its then-current Commercial Arbitration Rules, and the judgment of its arbitrator(s) may be entered by any court of competent jurisdiction. You further agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and THE PARTIES FURTHER AGREE THAT EACH IS IRREVOCABLY WAIVING ITS RIGHT TO A TRIAL BY JURY AS WELL AS THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR ANY MULTI-PARTY ACTION UNDER ANY NAME AND UNDER ANY LEGAL THEORY. ALL CLAIMS AND DISPUTES RELATED TO YOUR USE OF THE SITE OR SERVICES OR ARISING UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY DISPUTE, CLAIM, OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE, SERVICES, OR THESE TERMS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE ASSERTED CAUSE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

This provision shall survive the termination of this agreement, the termination of your account, and any termination or discontinuation of the Site and the Services as well as the dissolution of the Company. You and the Company agree that the Company may seek injunctive or other appropriate relief in the appropriate state or federal court, should you violate or threaten to violate the intellectual property rights of the Company or of the Company Persons, and you consent to exclusive jurisdiction and venue in such courts.

19. General Terms

·         Entire Agreement. This Agreement, including all instruments incorporated herein by reference, represents the entire and exclusive agreement between you and the Company regarding your use of the Site and Services, superseding and replacing all previous agreements, verbal or written. You may also be subject to additional terms and conditions or separate agreements regarding specific Services we provide, partner or affiliate services, use of Third-Party Resources, or any purchases you may make through the Site. In the event that these Terms are translated into other languages and there is a discrepancy between the two language versions, the English language version will prevail in all cases to the extent that such discrepancy is the result of an error in translation.

·         Waiver and Severability. Our failure to enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. If any provision of this Agreement or the application thereof is held to be invalid or unenforceable for any reason and to any extent, that provision will be considered removed from this Agreement; however, the remaining provisions will continue to be valid and enforceable to the maximum extent permitted by law. If it is held that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

·         Assignment. Your rights and obligations under this Agreement, including any accounts, profiles, or personalization settings you may have, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempt to do so will be null and void. We may freely assign this Agreement and our rights and obligations hereunder without notice to you, and this Agreement will continue to be binding on assignees and inure to their benefit.

·         Cumulative Rights. The rights of all parties under this Agreement are cumulative and will not be construed as exclusive of each other unless otherwise required by law.

·         Law and Jurisdiction. This Agreement shall be governed by, and will be construed under, the laws of the Commonwealth of Massachusetts, United States of America, without regard to or application of its conflict of law principles or your state or country of residence. All claims, disputes, and legal proceedings related to or arising out of this Agreement or your use of the Site or Services will be brought exclusively in the federal or state courts located in the Commonwealth of Massachusetts, and you hereby consent to and waive any objection of inconvenient forum as to such jurisdiction.

Electronic communications occur whenever you use the Site or Services, you send us emails, we send you emails, and we post notices on the Site. You consent to receive such electronic communications and agree that the electronic communications, including, without limitation, all notices, terms, disclosures, and agreements, the same legal effect and satisfy any legal requirement that such communications would satisfy if provided to you in a written hardcopy.

20. Feedback and Complaints

You hereby assign to us all rights in any feedback or complaints you provide us concerning the Site or Services and agree that we have the right to use all such feedback or complaints in any manner we wish, commercial or otherwise. We will treat all such feedback or complaints as non-confidential and non-proprietary. Please do not provide us with any feedback or complaints that you consider confidential or proprietary. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814 or by telephone at (800) 952-5210.

21. Contact Information

Please report any violations of this Agreement to us. If you require any more information or have any questions about this Agreement, you may contact at hello@cloudtaskforce.com.