These Maintenance Fund Program Terms and Conditions (the “Agreement”), are between you (“you” or “Administrator of a Team” or “Admin”) and Cloud Technologies, Inc. (“CloudTrucks” or “Company”). You and CloudTrucks may be referred to herein collectively as the “Parties” or individually as a “Party”. The Agreement sets forth your rights and responsibilities in participating in the Maintenance Fund Program. In the event that a Team contains additional Drivers beyond the Admin, employees driving on the Admin’s Team and under CloudTrucks’ Authority (”Drivers”) will be bound by this Agreement. If the Admin is the sole Driver of the Team, then these terms are used interchangeably throughout this Agreement. This Agreement, along with Customer Terms of Service, available at https://www.cloudtrucks.com/terms (the “Cloud Terms and Conditions”) and Lease Agreement signed authorizing the Driver to drive under CloudTrucks authority (”Lease Agreement”), form the entire agreement between you, the Driver (if applicable) and us with respect to the Maintenance Fund Program.
- Collection. Under this Agreement, you authorize CloudTrucks to deduct from the Driver’s regular load-based settlements, in an amount specified per week (”Specified Deduction Amount”) on the CloudTrucks’ Maintenance Fund Opt-In website page {{link}} (”Opt-In”) by the Admin. These funds collected (”Deductions”) will be held on behalf of the Admin to be used toward the Driver’s future maintenance expenses.
- Admin will authorize CloudTrucks to begin Deductions within 7 business days of completion of the Opt-In form (”Opt-In Date”);
- Maintenance Fund Deductions will be directly deducted from the total revenue of completed loads and will only be done so after existing Pickup Pay, Deductions (such as Trailer lease repayments) and CloudTrucks’ Lease Fee and Service Fee obligations have been satisfied and removed from the total revenue (”Net Revenue”);
- Specified Deduction Amounts will be deducted on a rolling weekly basis, with each collection week lasting from Monday, 12:00AM GMT until Sunday, 11:59PM GMT (”Collection Week”). The inclusion of a completed load in any given Collection Week will be based on the timestamp of the payout to the Admin from CloudTrucks;
- CloudTrucks’ will collect the lesser of the remaining Specified Deduction Amount to be collected in a Collection Week or X% of Net Revenue (”Deduction Percentage”). By default, the Deduction Percentage will set to 25% and can be altered at any time. Once the Specified Deduction Amount has been fully collected in a Collection Week, CloudTrucks will not deduct any further amount from additional loads completed that Collection Week. In the event that the Net Revenue from a load is $0, CloudTrucks will not collect any funds for the Maintenance Fund;
- Per CloudTruck’s deduction method, the Company cannot guarantee that the full Specified Deduction Amount will be deducted on a weekly basis and only the funds actually deducted will be available for use (”Realized Deduction Amount”);
- The Admin will maintain the option to change the Specified Deduction Amount and Deduction at any time and CloudTrucks must receive express written notice from the Admin. Once received, CloudTrucks will alter the Specified Deduction Amount or Deduction Percentage within 7 business days of the notice.
- In the event that the Team contains more than one Driver, the Specified Deduction Amount will represent the total amount deducted from the team on a weekly basis and provided that multiple Drivers complete jobs in a Collection Week, collection will occur across multiple Drivers until the Specified Deduction Amount is met. Additionally, one Deduction Percentage will apply to all Drivers and may not be customized to individual drivers. Only the Admin will maintain the right to change the Specified Deduction Amount or Deduction Percentage and any disputes between the Admin and the Driver over the Specified Deduction Amount or Deduction Percentage do not fall within this Agreement and must be mediated without assistance from CloudTrucks.
- This agreement authorizes CloudTrucks to deduct the Specified Deduction Amount between the Opt-In Date and Termination as specified in section 3 (”Program Term”);
- Funds held by CloudTrucks will accrue no interest over the length of the Program Term.
- Disbursement. Admins will be able to request a transfer (”Payout”) from the balance of the sum of their remaining Realized Deduction Amounts (”Balance”) onto their CT Cash card through express written consent to an authorized CloudTrucks representative (”Payment Notice”). CloudTrucks may take up to one business day after Realized Deduction Amounts are deducted to update the Balance. Payouts may not exceed the available Balance and CloudTrucks does not guarantee that the Payout will meet the Admin or Driver’s full maintenance obligations. Upon receipt of the Payment Notice, CloudTrucks will authorize the Payout within 1 business day subject to the following Payout rules:
- Payouts less than or equal to $250 will not require a receipt for CloudTrucks to transfer the funds
- Payouts greater than $250 will require receipt from the Repair/Service/Maintenance center provided to an authorized CloudTrucks representative
- Term; Termination.
- Term. This Agreement will become effective during the Program Term, continuing until:
- CloudTruck determines at its sole discretion that it will terminate the Agreement
- Admin provides express written notice to CloudTrucks that they want to terminate the Agreement
- CloudTrucks or Admin terminates the Lease Agreement per conditions outlined therein
- Effects of Termination; Survival. On termination of this Agreement, any remaining Realized Deduction Amounts still held by CloudTrucks will be returned to Admins via the CT Cash card within fourteen (14) business days.
- Suspension and Termination Rights. CloudTrucks reserves the right to suspend or terminate this Agreement if CloudTrucks discovers or suspects any abuse or misuse of the program or any violation of this Agreement, the Lease Agreement, the Cloud Terms and Conditions, the Safety Agreement or the Trailer Use Agreement.
- Term. This Agreement will become effective during the Program Term, continuing until:
- Disclaimer of Warranties. Except As Expressly Provided In This Agreement, Cloudtrucks Makes No Representations Or Warranties Of Any Kind, Express Or Implied, Oral Or Written, And Hereby Disclaims Any And All Such Warranties, Including But Not Limited To The Implied Warranties Of Merchantability, Noninfringement, And Fitness For A Particular Purpose, Whether Alleged To Arise By Law, By Usage In The Trade, By Course Of Dealing Or Performance, Or Otherwise.
- Limitation Of Liability. In No Event Will Cloudtrucks Or Its Respective Officers, Employees, Agents, And Related Entities Be Liable For: (A) Consequential, Indirect, Incidental, Special, Exemplary, Punitive, Or Enhanced Damages, Lost Profits Or Revenues Or Diminution In Value, Arising Out Of Or Relating To This Agreement; Or (B) Any Liability, In The Aggregate, Greater Than $100. The Foregoing Limitations Will Apply Regardless Of: (X) Whether The Damages Were Foreseeable; (Y) Whether Admin Was Advised Of The Possibility Of The Damages; And (Z) The Legal Or Equitable Theory (Whether Contract, Tort, Or Otherwise) On Which The Claim Is Based, And Notwithstanding The Failure Of Any Agreed Or Other Remedy Of Its Essential Purpose.
- Independent Contractors. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any customer or other third party.
- Miscellaneous.
- Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. To the extent of any conflict or inconsistency between the provisions of this Agreement and any other documents or pages referenced in this Agreement, the following order of precedence will apply: (1) the terms of this Agreement; (2) the terms of the Lease Agreement between you and CloudTrucks; (3) the terms of any applicable Order Form (as defined in the Cloud Terms and Conditions); (4) the Cloud Terms and Conditions; and (5) any other documents or pages referenced in this Agreement.
- No Public Announcements or Trademark Use. Unless expressly permitted under this Agreement, Admin may not: (a) make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding CloudTrucks or its business unless it has received the express written consent of CloudTrucks; or (b) use CloudTrucks ’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of CloudTrucks.
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