Terms And Conditions Of Engagement

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Terms And Conditions Of Engagement

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, INTERACTING WITH, BROWSING, TRANSACTING UPON, OR OTHERWISE UTILIZING OFFERCLOUD.IO, YOU (“CLIENT,” “USER,” “YOU,” “YOUR”), INDIVIDUALLY AND/OR ON BEHALF OF ANY BUSINESS ENTITY YOU REPRESENT, IRREVOCABLY ACCEPT AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS (“AGREEMENT”) AS WELL AS ALL ANCILLARY POLICIES, DISCLOSURES, DISCLAIMERS, DATA POLICIES, SUPPLEMENTAL AGREEMENTS, AND ANY FUTURE AMENDMENTS OR MODIFICATIONS, WHICH SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING WITHOUT NEED FOR FURTHER NOTICE, AND WHICH COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND OFFERCLOUD, GOVERNING YOUR USE OF THE PLATFORM AND SERVICES.
IF YOU DO NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST IMMEDIATELY DISCONTINUE USE OF OFFERCLOUD.IO AND ANY ASSOCIATED SERVICES.

1. Parties

This Agreement is entered into by and between Offer Cloud Holdings, LLC, including its subsidiaries, affiliates, successors-in-interest, agents, officers, employees, licensors, contractors, and assigns (hereinafter referred to collectively as “OfferCloud,” “we,” “us,” “our”), and you, the individual and/or business entity accessing the OfferCloud.io platform and Services, irrespective of the manner of access or mode of transaction.

2. Scope Of Platform And Services

OfferCloud.io operates as a Software-as-a-Service (SaaS) platform, technology infrastructure facilitator, third-party contractor network aggregator, and business systems provider offering operational and data solutions including but not limited to: virtual assistants, acquisition services, marketing modules, lead management processes, consulting frameworks, skip tracing, outsourced communication management, list-building methodologies, data aggregation, system templates, and related consulting (collectively, the “Services”), all of which are offered “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS,” without any express or implied warranty of merchantability, fitness for a particular purpose, business result, scalability, or uninterrupted access.
OfferCloud expressly disclaims any duty to act as a brokerage, agency, legal advisor, financial fiduciary, employment provider, or business manager for any Client, and makes no promises, representations, or assurances as to the legal or financial compliance of any system, communication, document, or transaction generated through or in association with the Services.

3. Acceptance Of Risk And Independent Responsibility

By utilizing OfferCloud’s Platform and Services, Client acknowledges, affirms, and accepts full, independent responsibility for any and all operational, legal, regulatory, financial, reputational, technical, or strategic risks arising directly or indirectly therefrom, including but not limited to: miscommunication with virtual agents, data inaccuracies, failure to convert leads, regulatory non- compliance, marketing losses, opportunity costs, vendor disputes, or litigation.
OfferCloud assumes no obligation to verify, supervise, monitor, control, or correct Client’s use, misuse, or non- use of any provided resource, and Client hereby agrees to indemnify and hold harmless OfferCloud from any and all liability associated with such use or misuse.

4. No Guarantee Of Results

OfferCloud makes no guarantee, express, implied, statutory, or otherwise, of:
  • • Transactional success rates
    • Acquisition closure
    • Lead responsiveness
    • Revenue increase
    • Brand growth
    • Contractor reliability
    • Long-term business scalability
Client understands that all performance metrics, case studies, testimonials, or illustrative outcomes presented by OfferCloud are for demonstrative purposes only, and are not indicative of guaranteed future results. Outcomes vary based on Client’s independent efforts, strategies, market dynamics, technological conditions, and uncontrollable external factors.

5. Service Finality, Payment Non- Revocability, And Fee Structures

All payments to OfferCloud are deemed final, irrevocable, non-refundable, non-creditable, non-disputable, and non- cancellable under all circumstances immediately upon receipt by OfferCloud, without recourse.
Client expressly waives the right to initiate any form of chargeback, refund request, payment reversal, invoice contest, PayPal dispute, ACH cancellation, or credit card claim in connection with any payment tendered to OfferCloud for any Service, including partial or full non- use of the Services, dissatisfaction, perceived underperformance, or external market changes.
Violation of this clause constitutes a material breach subject to immediate termination of Services, blacklisting, enforcement of arbitration clauses, and pursuit of compensatory damages.

6. Data Collection, Processing, Storage, And Transfer

Client consents to OfferCloud’s collection, aggregation, storage, analysis, processing, retention, utilization, sharing, resale, and cross-border transfer of any and all personal, business, transactional, or behavioral data submitted, generated, or acquired through use of OfferCloud’s Platform and Services, under compliance with applicable statutes including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other global privacy frameworks, to the extent deemed applicable solely by OfferCloud.
Client consents to OfferCloud’s collection, aggregation, storage, analysis, processing, retention, utilization, sharing, resale, and cross-border transfer of any and all personal, business, transactional, or behavioral data submitted, generated, or acquired through use of OfferCloud’s Platform and Services, under compliance with applicable statutes including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other global privacy frameworks, to the extent deemed applicable solely by OfferCloud.

7. Independent Contractors And No Agency Relationship

All personnel, contractors, assistants, acquisition agents, lead managers, and any third-party service providers accessed or introduced through OfferCloud are and shall at all times remain independent contractors. Nothing herein shall be construed to establish any relationship of employment, agency, partnership, joint venture, fiduciary, or franchisor-franchisee between OfferCloud and any contractor or Client.
OfferCloud disclaims any liability for contractor behavior, omissions, mistakes, strategic choices, ethical breaches, compliance issues, client interactions, performance levels, or any negative consequences arising therefrom.

8. Marketing Consent And Public Domain Data Utilization

By interacting with OfferCloud.io, Client grants OfferCloud the unrestricted, irrevocable right to initiate communication, outreach, marketing, remarketing, direct advertisement, digital tracking, and engagement efforts through any commercially available or public means, including emails, SMS, push notifications, voice calls, paid media ads, and social media interactions, irrespective of whether Client’s data was obtained through public records, licensed databases, behavioral tracking, or third- party sources.
Client hereby waives all claims under any anti-spam, do- not-call, or privacy protection statute except as expressly prohibited by law.

9. Intellectual Property Ownership

All OfferCloud content, codebases, designs, systems, templates, documentation, methods, know-how, processes, branding, logos, frameworks, and trade dress are and shall remain the sole property of Offer Cloud Holdings, LLC, protected under United States copyright laws, international IP treaties, and global commercial protections.
Client is granted a limited, revocable, non-exclusive license to use OfferCloud IP solely in connection with active Service engagements and solely for internal business use. Any unauthorized use, duplication, modification, redistribution, sale, public exhibition, publication, decompilation, reverse engineering, or training of AI models upon OfferCloud IP constitutes an immediate breach and grounds for legal action.

10. Platform Availability, Force Majeure, And Interruptions

OfferCloud makes no guarantee of perpetual platform uptime, functionality, speed, or availability. Service interruptions may occur due to Force Majeure Events including but not limited to acts of God, cyberattacks, regulatory shutdowns, telecom failures, power outages, war, terrorism, pandemics, market collapses, server crashes, or technology partner failures.
Client waives all rights to claim damages, refunds, prorations, or legal remedies arising from Service interruptions, delays, slowdowns, or unavailability.

11. Indemnification And Hold Harmless Agreement

Client agrees to fully indemnify, defend, and hold harmless OfferCloud, its directors, officers, employees, contractors, licensors, affiliates, successors, and assigns from any and all liability, damages, claims, losses, regulatory fines, penalties, expenses, demands, lawsuits, judgments, and causes of action (including reasonable attorneys’ fees and court costs) arising directly or indirectly from:
  • • Client’s use, misuse, or non-use of the Platform and Services
    • Client’s breach of this Agreement
    • Client’s violation of applicable law, third-party rights, or intellectual property protections
    • Client’s engagement with OfferCloud contractors, agents, or third parties

12. Limitation Of Liability

In no event shall OfferCloud’s total aggregate liability for any claim exceed the total sum paid by Client to OfferCloud for Services within the preceding six (6) months, or Five Thousand U.S. Dollars (USD $5,000), whichever is lesser.
Under no circumstances shall OfferCloud be liable for any indirect, incidental, special, punitive, or consequential damages including but not limited to loss of profits, business interruption, data loss, reputational harm, or business opportunities.

13. Mandatory Arbitration And Binding Dispute Resolution

Any and all disputes, controversies, claims, or disagreements arising out of or related to this Agreement or OfferCloud’s Platform and Services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules, with proceedings to occur solely in Palm Beach County, Florida, USA, conducted in the English language.
Each party waives its right to litigate claims in court, to trial by jury, and to participate in class actions or class arbitrations.

14. Modification And Amendment

OfferCloud reserves the absolute right to unilaterally amend, revise, supplement, or modify these Terms at any time and without advance notice. Continued use of the Platform constitutes binding acceptance of any changes effective immediately upon publication.

15. Entire Agreement, Severability, Non-waiver

This Agreement constitutes the final, complete, and exclusive understanding between Client and OfferCloud. If any provision herein is deemed unenforceable, all other provisions shall remain fully operative. The failure of OfferCloud to enforce any term shall not constitute a waiver of future enforcement.
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