Sign Up For Free
Get the demo

User Licence Agreement

Terms

1. Services

a. CloudTasker agrees to provide the User with Licensed Services under the terms of this Agreement.

b. The Agreement may be accepted online, by signature, in writing, orally, or by conduct such as the User making use of CloudTasker Licensed Services after receiving this Agreement or making payment of the Licensed Services Fee.

2. Duration

a. This Agreement commences from acceptance and continues until terminated under this Agreement or under the law.

b. The User or CloudTasker may terminate this Agreement at any time, in accordance with terms of this Agreement.

c. When Agreement is terminated, the User shall continue to retain access to Licensed Services until the end of monthly billing cycle except where the User breaches its terms.

3. License

a. CloudTasker grants the User a non-exclusive, non-transferable, non-assignable, and royalty free license to use the Licensed Services in accordance with the Agreement.

b. Payment for use of Licensed Services does not entitle an entity to ownership relating to Licensed Services.

4. Acknowledgements

a. The User acknowledges and agrees that:

  1. it has not relied on any representations made by CloudTasker, except as expressly stated in this Agreement,
  2. CloudTasker is not responsible for the fulfillment, delivery or administration of any prizes or rewards offered by the User through the use of the Licensed Services, and
  3. CloudTasker shall not be responsible for mistakes or errors made by the User whilst using Licensed Services, to the extent permitted by law.

5. Fair Use

a. The User acknowledges and agrees that:

  1. access to the Licensed Services is limited to use by a single User per subscription,
  2. Additional Users shall incur additional subscription fees for each business entity use, and
  3. CloudTasker may limit, suspend, or cease User access to the Licensed Services where the User has used single account access for other users, persons, businesses, entities or locations, without the prior written and signed consent of CloudTasker.

6. User Responsibilities

a. The User shall:

  1. provide CloudTasker with Information that CloudTasker may require to perform or provide access to the Licensed Services, and
  2. co-operate and comply with reasonable requests by CloudTasker relating to the use of the Licensed Services.

b. The User is responsible for reviewing and verifying all data, documentation or other Information relating to the use of Licensed Services.

7. Information

a. CloudTasker may collect, store, and use data, documents, records, and other Information provided by the User or created by CloudTasker, in relation to the Licensed Services, or for business purposes.

b. Each party is responsible for complying with privacy laws in relation to this Agreement and the Licensed Services, insofar as it applies to that party.

c. Where the User provides or intends to provide Information, including Confidential Information or Personal Information, of a third party to CloudTasker, the User must obtain necessary consents from the third party:

  1. to disclose such to CloudTasker, and
  2. for CloudTasker to collect, store, and use Information according to this Agreement.

d. CloudTasker software or applications may enable access to third party services and websites, which the User utilises at its own risk.

8. Confidentiality

a. The parties agree to:

  1. use reasonable endeavours to protect Confidential Information,
  2. only use Confidential Information in accordance with this Agreement, and
  3. return Confidential Information to the disclosing party upon termination of this Agreement should the disclosing party elect.

b. The terms of this Agreement under the heading ‘Confidentiality’ shall survive the termination of this Agreement for any reason.

9. Intellectual Property

a. Unless otherwise stated in writing, nothing in this Agreement is intended to alter the Intellectual Property rights of the parties under the law.

b. The User grants CloudTasker a non-exclusive, non-transferable, revocable, and royalty free licence to utilise the User’s Intellectual Property to perform the Licensed Services under this Agreement.

c. The User holds CloudTasker harmless for any breach of Intellectual Property relating to the supply of services under this Agreement, including contravention of third-party rights.

10. Data Security

a. Personal Information or Confidential Information collected by CloudTasker, shall be stored in a manner that reasonably protects Personal or Confidential Information from misuse, loss, unauthorised access, modification, or disclosure.

b. CloudTasker shall take reasonable steps to ensure that Personal or Confidential Information held by, or for the User, is destroyed or de-identified once Personal or Confidential Information is no longer required for any purpose for which it was obtained.

11. Use

a. The User acknowledges that, subject to the relevant law, CloudTasker may use the Personal Information collected from User for the primary purposes of:

  1. identifying products and services that the User may be interested in or relevant to the User,
  2. expanding and improving its products and services,
  3. performing accounting and administrative functions,
  4. meeting contractual obligations and enforcing terms,
  5. responding to enquires and investigating complaints,
  6. preventing, detecting and investigating or otherwise addressing any use of CloudTasker products or services and/or the User’s Information for unlawful or suspected unlawful activities,
  7. communications with the User,
  8. internal reporting, and
  9. marketing,

b. CloudTasker may utilise direct marketing communications to inform the User, including about products and services.

c. The User has agreed to receive marketing under this Agreement but is entitled to opt out at any time, by contacting CloudTasker in writing.

d. CloudTasker may provide User Personal Information to third parties:

  1. in the course of providing Licensed Services,
  2. where the User has provided consent, or
  3. where required by law.

 

12. Limits

a. The User agrees that they shall not:

  1. utilise the Licensed Services via different entities,
  2. utilise the Licensed Services to receive, store or transmit financial or sensitive information within the meaning of the general law, or Information unless permitted under this Agreement,
  3. permit any third party to access the Licensed Services except as permitted under this Agreement,
  4. copy, modify, create, derive works of, reverse engineer, decompile or otherwise attempt to extract the source code of the software in respect of the Licensed Services,
  5. copy, frame or mirror any part or content of the Licensed Services, other than for the User’s use under this Agreement,
  6. access the Licensed Services to build a competitive product or service, and
  7. otherwise use the Licensed Services in a manner that is inconsistent with the terms of this Agreement, including the Intellectual Property rights of CloudTasker.

13. Licensed Services Fee

a. The User must pay the Licensed Services Fee to CloudTasker in accordance with this Agreement.

b. The Licensed Services Fee is:

  1. payable monthly in advance, and
  2. deducted via direct debit from the User’s Account details provided.

c. Where the User fails to make payment to CloudTasker, and accounts remain overdue for over seven days, CloudTasker may:

  1. suspend, limit or cease the User’s access to Licensed Services, until overdue accounts are paid, or
  2. recover amounts without further notice.

14. Invoices

a. CloudTasker shall provide the User invoices for Licensed Services supplied under this Agreement at the end of each month.

b. Amounts stated in this Agreement are exclusive of any GST unless expressly stated otherwise.

15. Payment

a. The User authorises CloudTasker to deduct any amount due to CloudTasker under this Agreement from the User’s nominated account, including via direct debit or credit card.

b. Payment for the Licensed Services Fee shall be deducted from the User’s account monthly in advance.

c. The User acknowledges that where there is a request for payment of fees:

  1. returned or denied by the User’s financial institution for whatever reason, or
  2. unpaid by the User for any reason,

the User is responsible for the greater of all related costs incurred by CloudTasker, or reasonable costs, including banking fees, administration charges, and any applicable interest.

16. Adjustment

a. CloudTasker may increase the Licensed Services Fee by providing the User with at least 30 days’ notice before any such fee increase takes effect.

b. The User has the right to terminate the Agreement where it does not agree to any increase of Licensed Services Fee.

c. If the User does not terminate the Agreement within receiving 30 days’ notice of any fee increase, the User shall be deemed to have accepted the new fee.

17. Interest

a. CloudTasker is entitled to interest on any overdue amount owed to CloudTasker, at the rate of 9% per annum above the Reserve Bank of Australia Cash Rate, accruing weekly.

b. The User must not set off any amount claimed by, or due to, the User from CloudTasker against any amount claimed by, or due to, CloudTasker from the User.

18. Responsibility

a. To the extent permitted by law, the liability for failure of CloudTasker to comply with a guarantee under this Agreement is limited to:

  1. the supplying of the Licensed Services again, or
  2. the payment of the cost of having the Licensed Services supplied again.

b. CloudTasker shall not be liable for any indirect or consequential loss relating to this Agreement, including any opportunity loss or lost profit.

c. The User shall be responsible for their own use of the Licensed Services, to extent permitted by law.

19. Termination

a. The User may terminate this Agreement at any time.

b. CloudTasker may terminate this Agreement by giving the User 30 days written notice.

c. Where Agreement is terminated, the User:

  1. shall continue to retain access to the Licensed Services until the end of that monthly billing cycle (except where the User breaches its terms), and
  2. must pay CloudTasker all amounts due under this Agreement.

d. Termination of this Agreement is without prejudice to a party’s right to enforce a claim which arises before the date of termination.

e. CloudTasker may limit, suspend or cease the User’s access to Licensed Services where the User is in breach of the terms of this Agreement.

20. Relationship

This Agreement does not create a relationship of principal and agent, employer and employee, partnership, or joint venture between parties.

21. Costs

Each party must pay its own legal and other costs relating to this drafting or negotiating this Agreement.

22. Jurisdiction

a. This Agreement is governed by the laws applying to NSW, Australia.

b. The parties submit to the exclusive jurisdiction of the courts of NSW, including any Federal Court sitting in that State.

23. Assignment

A party must obtain the prior written consent of the other party before it transfers, assigns, or novates a right or obligation under this Agreement, for such to be effect.

24. Severance

If any term of this Agreement is determined to be invalid or unenforceable for any reason, it shall be severed from the other terms, which shall remain valid and enforceable to extent permitted by law.

25. Variation

The parties may vary this Agreement if the variation is in writing and signed by each of the parties.

26. Waiver

a. A party waiving a right under this Agreement must give written notice of that waiver to the party benefiting from the waiver.

b. A party’s failure, partial failure, or delay in exercising a right under this Agreement, shall not constitute a waiver of that right.

27. Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, undertakings, arrangements and agreements in relation to the subject matter of this Agreement.

28. Survival

To the extent that the User has not satisfied an obligation under this Agreement, that obligation survives the termination of this Agreement for any reason.

29. Assurance

Each party must do everything reasonably necessary to give full effect to this Agreement at its own expense, unless otherwise stated under this Agreement.

30. Notices

a. A notice given under this agreement must be:

  1. in writing and in English,
  2. sent to the address of the User or CloudTasker, or email address of the User or CloudTasker, such as under the Reference Schedule, and
  3. taken to be received on the next Business Day if received on a non-Business Day.

31. Counterparts

This Agreement may be executed in any number of counterparts, including via email.

32. Interpretation

a. In this Agreement, unless the context or the law requires otherwise:

  1. headings do not affect interpretation of this Agreement, unless specifically provided otherwise in this Agreement,
  2. a reference to a party includes a party’s legal personal representatives, successors and permitted assigns,
  3. where a term applies to several parties, it binds them jointly and severally,
  4. any dollar or $ amount stated in this Agreement is United States dollar or USD,
  5. no rule of construction shall apply to disadvantage of a party merely because it drafted this Agreement, and
  6. reference to singular includes plural and vice versa.

33. Definitions

In this Agreement, unless the context or law requires otherwise:

  • ‘Agreement’ means this agreement, including any schedule.
  • ‘Billing cycle’ means the monthly billing period, commencing on date of payment for access to Licensed Services.
  • ‘Business Day’ means a day, which is not a Saturday, Sunday, public holiday, or bank holiday in the city of Sydney, NSW.
  • ‘Claim’ means any demand, claim, action or proceeding, made or brought by or against the party, however arising and whether present, unascertained, immediate, future, or contingent.
  • ‘Confidential Information’ means confidential information as defined under the relevant law.
  • ‘CloudTasker’ means the entity providing Licensed Services, including any of its employees or contractors.
  • ‘GST’ means goods and services tax, or similar, imposed under the relevant law.
  • ‘Information’ includes Personal Information and Confidential Information.
  • ‘Intellectual Property’ means intellectual property rights under the relevant law including copyright, designs, trademarks, or patents.
  • ‘Personal Information’ has the same meaning as in the applicable law.
  • ‘Licensed Services’ means subscription based access provided to the User for use of CloudTasker’s online platform for their business needs, and related services supplied to the User by CloudTasker under this Agreement.
  • ‘Licensed Services Fee’ means regular monthly fee the User shall pay to CloudTasker for Licensed Services, calculated in accordance with this Agreement.
  • ‘User’ means the entity using Licensed Services.

Reference Schedule

  • 1. CloudTasker: CloudTasker Pty Ltd ACN 650 317 276 trading as CloudTasker
    Address: 4 Hall Street Newcastle West NSW 2302
    Email: support@cloudtasker.co
  • 2. Licensed Services Fee: $179 USD per month
Start for free