1. TERMS OF ACCESS AND USE

(a) Subject to your compliance with these Terms, we grant you a limited, non-exclusive, nontransferable license to access and use the Service, and by doing so, you represent and warrant that you are over eighteen (18) years of age. The rights granted to you by these Terms may be revoked by Cloud Club at any time, in its sole discretion.

(b) Certain elements of the Service may be subject to, and may require you to agree with and accept, different or additional terms and conditions, including, but not limited to, a Service Provider Agreement or Client Agreement (each as defined below) (“Additional Terms”). If there is a conflict between the terms in these Terms and the Additional Terms, then the Additional Terms govern in relation to that element of the Service.

2. REGISTRATION

(a) In order to use the Service, you will need to register and create an account with us, through which you will be able to access certain public and private features (“Account”). Access to your Account will require verifying a valid email address that is your own, choosing a password and providing us with complete and accurate registration information, which may include, without limitation, your name, email address, postal address, phone number and other details as required by us to provide the Service. You represent and warrant that all required registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information. You agree not to provide any false or misleading information, including information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. You authorize Cloud Club, directly or through third parties, to make any inquiries necessary to validate your identity and your location, and confirm your ownership of your email address or financial accounts, subject to applicable law.  You will be solely responsible for any activity conducted through your Account, so please keep that information confidential and safe. If at any time your details change or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify us immediately. We reserve the right to decline a registration for an Account for any reason.

(b) You will have the right to create one of two types of Accounts:

• Service Provider Account. If you intend to use the Service to advertise and provide services to Clients (as defined below) as an independent contractor (“Service Provider”) you must register for a “Service Provider Account.” Before entering into any Statements of Work (as defined below) as a Service Provider you must execute Cloud Club’s service provider agreement located [here] (“Service Provider Agreement”), which governs your engagement with Cloud Club and any Statements of Work you execute. You may register for a Service Provider Account on the Service by creating a new profile or by linking an account you control on a third-party platform (e.g., LinkedIn, Outlook, Google). In choosing to create your Service Provider Account through such a third-party account, you authorize Cloud Club to access information from that account as permitted by its terms. You will also be required to upload your resume or CV as part of Account registration. You may link your other professional profiles (e.g., LinkedIn, Trailblazer, Github) to your Service Provider Account. You are responsible for ensuring that all information in your Service Provider Account is accurate, complete, and up to date. Once your Service Provider Account is created, you will have access to a dashboard, which includes tabs for projects, job postings, interviews, hours logged, and payments. You will choose what information on your Service Provider Account is made publicly visible to other users and potential Clients on the Service. You may be required to (A) participate in an interview with Cloud Club or (B) submit to a background check or other verification procedure before being approved to provide services to Clients. If you are approved to perform services for Clients, you may be invited to interviews with Clients, which you may accept or decline. Following an interview, Clients may offer you a project (a “Project”), which you may accept or decline for any reason. If you accept a Project, you will receive a Statement of Work, which will govern the terms of the Project, to review and execute. If you accept a Project and execute a Statement of Work, you must log all time you spend working on such Project in the “Projects” tab on your Service Provider Account, including notes describing tasks performed. Failure to do so may result in delayed payment or termination.
• Client Account. If you intend to use the Service to seek and/or obtain services from a Service Provider as a client of Cloud Club (a “Client”) you must register for a “Client Account.” Before entering into any Statements of Work as a Client you must execute Cloud Club’s client agreement located [here] (“Client Agreement”), which governs your engagement with Cloud Club and any Statements of Work you may enter into. As part of registration of your Client Account, you will be asked to provide certain information about your organization and the nature of your business. You are responsible for ensuring that all information is accurate, complete, and up to date. Once your Client Account is created, you will have access to your dashboard, which includes tabs for Projects, interviews, hours, and payments. You may create a Project by uploading a Project description document, which the Service uses to generate a Project profile. The Service will then provide a list of Service Providers that will seek to match the Project requirements. You may invite selected Service Providers to interview for a Project. Prior to or following an interview, Cloud Club may contact you to gather additional information or provide support. If you select a Service Provider to perform a Project, you will receive a summary of the Project to confirm its accuracy. If a Service Provider accepts a Project, they and you will each execute separate Statements of Work with Cloud Club. You will be able to view the hours worked and tasks completed by Service Providers on Projects in the “Hours” tab on your Client Account dashboard. You are responsible for setting expectations for hours worked and must approve any hour overages in advance.

(c) We reserve the right to revoke your Account privileges or access to or use of the Service without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing or maintaining your Account.

(d) A “Statement of Work” is a statement of work between you and Cloud Club detailing the terms and conditions of a Project pursuant to either a Service Provider Agreement or Client Agreement between you and Cloud Club.

3. USER CONTENT AND ACTIVITY

(a) When accessing or using the Service you may: (i) submit, upload, store or display data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, applications, links and other content or materials (“User Content”) directly on or through the Service; (ii) share your User Content with third parties you communicate with through the Service; and (iii) access and view your User Content and other content shared with you by third-party users (collectively, “User Activity”). You are and shall remain solely responsible for the User Content that you upload and share and the use thereof as well as your User Activity. Cloud Club takes no responsibility and disclaims all liability in connection with any User Content that you or any other users or third parties post, use, store or share through the Service.

(b) By uploading, submitting or displaying User Content on any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Content for any purpose on or in connection with the Service. You represent and warrant to us that: (i) you own or otherwise are fully vested of the necessary rights in order to make the grant of rights, licenses and permissions herein; and (ii) any User Content that you submit through the Services is owned solely by you and does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity or privacy rights held by any third party. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions, and the Terms generally (in connection with our “Copyright Claims” policy, or otherwise).

(c) You understand that the operation of the Service, including the sharing of User Content, may be unencrypted and involve transmission to Cloud Club’s third-party vendors and hosting partners to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of User Content. Cloud Club will have no liability to you for any unauthorized access or use of any User Content or any corruption, deletion, destruction or loss of any of User Content.

4. OWNERSHIP; FEEDBACK

(a) As between you and us, we retain all right, title and interest in and to the Service, and all related Intellectual Property Rights. All rights in and to the Service not expressly granted herein are reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are either our property, or the property of third parties. You are not permitted to use these Marks without our prior written consent, or the consent of such third-party owner of the Mark(s).

(b) For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter exist.

(c) To the extent you provide us with any feedback, suggestions or other content regarding the Service, including, but not limited to, reviews and comments made, submitted, or posted by you through the Service (“Feedback”), you hereby assign to us all rights (including Intellectual Property Rights) in the Feedback and agree that we shall have the right to use and exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You shall not submit to us any information or ideas that you consider to be confidential or proprietary.

5. RESTRICTED USES

By accepting the Terms and using the Service, you agree not to:

(a) provide any false or misleading information to Cloud Club or any other user;

(b) engage in fraudulent activity of any kind;

(c) defame, abuse, stalk, threaten, harass or harm another individual, or solicit, collect or store personal data about other users or impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(d) advocate, communicate, publish or share information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, unlawfully pornographic or indecent, contain extreme acts of violence or terrorist activity, or otherwise objectionable content that may be deemed to constitute “hate speech”;

(e) share information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(f) make any use of the Service (including any content thereon), Marks, or User Content that would infringe the Intellectual Property Rights therein;

(g) create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or other third party, or any other loss or damage to any person or property;

(h) violate any local, state, national or international law, or share any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(i) rent, transfer, assign, resell or sublicense access to the Services to any third party;

(j) combine or integrate the Service with hardware, software or other technology or materials not provided by us;

(k) modify or create any derivative product based on the Service;

(l) decompile, disassemble, reverse engineer, modify, adapt, or hack the Service to, or try to, gain unauthorized access to the restricted portions of the Service or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Service that are not readily made available to the general public);

(m) copy, reproduce, distribute, republish, download, display, post, or transmit the Service or any content made available to you in connection with which you are not authorized to copy, reproduce, distribute, republish, download, display, post, or transmit, in any form or by any means; or

(n) interfere with or disrupt the Service or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Service, or use any high volume, automated, or electronic means to access the Service (including, without limitation, robots, spiders or scripts).

6. PRIVACY

7. MODIFICATIONS

Cloud Club reserves the right to modify, suspend or terminate operation of or access to the Service, or any portion of the Service, for any reason. We may change these Terms from time to time and expect to do so as we evolve and expand the Service. If we do make changes we will let you know by posting the updated Terms on the Service and/or may also send other communications. If you object to any such changes, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. From time to time, we may make new features or services available on the Service. Any new services or features will be deemed part of the Service hereunder and shall be subject to these Terms and any additional terms and conditions for such services.

8. BETA SERVICES

From time to time, Cloud Club may invite you to try products and services that are not generally available to other users (“Beta Services”). Any Beta Services will be designated as beta, pilot, test, limited release, non-production or with a similar description. You may choose to use or not use any Beta Services in your sole discretion. Beta Services are intended for evaluation purposes only, are not for production use, are not supported, may contain defects or errors, and may be subject to supplemental terms. If you choose to use any Beta Services, you agree to provide your Feedback and cooperation to Cloud Club upon our reasonable request (including informing us of any defects or errors experienced). Cloud Club may add, discontinue, or alter any Beta Services in our sole discretion. ALL BETA SERVICES ARE OFFERED “AS-IS”, AND TO THE EXTENT PERMITTED BY LAW, CLOUD CLUB DISCLAIMS ANY LIABILITY, WARRANTIES, INDEMNITIES, AND CONDITIONS (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE).

9. HOLD HARMLESS AND LIMITED LIABILITY

(a) You agree to use the Service at your own sole risk, and agree to indemnify and hold harmless Cloud Club, its affiliates, their respective successors and assigns, and the owners, officers, directors, managers, members, employees, licensees, agents and representatives of each from any and all liability, harm, damages, costs (including attorneys’ fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from your use of the Service and/or any violation of these Terms or of applicable law.

(b) THE SERVICE AND ALL INFORMATION AND MATERIALS MADE AVAILABLE VIA THE SERVICE ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, MERCHANTABILITY, TIMELINESS OR FITNESS OR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW.

(c) NEITHER CLOUD CLUB NOR ITS AFFILIATES NOR ANY OF OUR OR THEIR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PREDECESSORS, SUCCESSORS, LICENSEES OR ASSIGNS SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SERVICE, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF THE RIGHTS HOLDERS AND OUR OTHER LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. THE FOREGOING IS APPLICABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

10. COPYRIGHT CLAIMS

We respect the intellectual property rights of others. If you believe that any content on our Service infringes upon your copyright or the copyright of someone you represent, please send an e-mail or other written notice to our Designated Copyright Agent using the contact information provided below (each, a “Notice”). All Notices should meet the requirements of the Digital Millennium Copyright Act (DMCA) 17 U.S.C. § 512(c)(3) (“DMCA”) and include the following information:

(a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed;

(c) a description of where the material that you claim is infringing is located on the Service, and information reasonably sufficient to permit us to locate the material;

(d) your address, telephone number, and e-mail address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated Copyright Agent for notice of claims of copyright infringement is:

Address:

OSU Solutions, LLC d/b/a Cloud Club.ai

6800 Jericho Turnpike, Suite 120W

Syosset, NY 11791

Email:

privacy@cloudclub.ai

In accordance with the DMCA and other applicable law, Cloud Club has adopted a policy of terminating, in appropriate circumstances and in Cloud Club’s sole discretion, users who are deemed to be repeat infringers. For the avoidance of doubt, the foregoing sentence in no way limits Cloud Club’s right to limit access to the Service and/or terminate the accounts of any users for any reason, in Cloud Club’s sole discretion, including, without limitation, in the case of users who infringe, or allegedly infringe, any Intellectual Property Rights of others, whether or not there is any repeat infringement.

Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notice. Thus, if you are not sure that material located on or linked to by the Service infringes your copyright, you should consider first contacting an attorney.

11. THIRD-PARTY SERVICES

The Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services as well as third-party personal computers, video devices, speakers, and other devices. Your use of such third-party services and devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Cloud Club does not guarantee that third party applications and devices will be compatible with the Service.

12. TERMINATION

We reserve the right to terminate these Terms, your Account, and your access to the Service at any time without notice. This reservation of rights includes, without limitation, the right to edit, archive, save, download, remove, delete, or block any and all correspondence, files, materials, documents, or any other transmission or communication of any kind on the Service or to and from you and Cloud Club or any applicable Client. Cloud Club may terminate or suspend your access to the Service at any time if we believe you have breached any of these Terms, or if we believe necessary to comply with applicable law. You may cease using the Service at any time, for any reason. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. Upon termination, you may not continue accessing or using the Service. If you or Cloud Club terminate these Terms, or if Cloud Club suspends your access to the Service, you agree that Cloud Club shall have no liability or responsibility to you.

13. DISPUTE RESOLUTION

(a) Informal Dispute Resolution

Before bringing a formal action against Cloud Club, you agree to try to resolve the dispute informally by sending us a written Notice of dispute to support@cloudclub.ai (“Notice of Dispute”) which includes a brief written statement with your name, address, and contact information you use for your Account, together with a brief description of the facts giving rise to the dispute and the relief requested. If the dispute is not resolved within 60 days of your submission of a Notice of Dispute, either party may bring a formal action in accordance with these Terms.

(b) Agreement to Arbitrate

Except as provided below, if we cannot resolve a dispute or claim informally, you and Cloud Club agree to resolve any disputes or claims relating to or arising out of these Terms through final and binding arbitration on an individual basis. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claim(s). The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The AAA’s rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879. This arbitration provision is governed by the Federal Arbitration Act. Any such arbitration will be held in New York County, New York, , or any other location we agree to. You and Cloud Club expressly waive a trial by jury.

(c) Costs of Arbitration

The AAA rules will govern payment of all arbitration fees. For individual arbitration of non-frivolous claims less than $75,000 for which you timely provided Cloud Club with a Notice of Dispute, Cloud Club will reimburse arbitration filing fees at the conclusion of the arbitration and will pay other arbitration fees. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.

(d) Exceptions to Arbitration

Instead of using arbitration, either you or Cloud Club may assert claims, if they qualify, in small claims court in New York, NY. You and Cloud Club agree that where an arbitration is already initiated and one party invokes the small claims court option, any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance. The following claims don't have to be arbitrated and may be brought in court: disputes related to the enforcement of Intellectual Property Rights (i.e., patents, copyrights and trademarks), efforts to interfere with the Service or engage with the Service in unauthorized ways, and issues relating to the scope and enforceability of the arbitration agreement.

(e) Jurisdiction

For any claim that is not arbitrated or resolved in small claims court (in accordance with the terms hereof) or if the agreement to arbitrate is found not to apply to you or your claim, you agree that such claim will be resolved exclusively in state or federal court located in New York County, New York. You agree to submit to the personal jurisdiction of these courts for purposes of litigating any such claim.

(f) Opt-out of Agreement to Arbitrate

You may decline the agreement to arbitrate by sending written notice to opt-out to support@cloudclub.ai and by mail to 6800 Jericho Turnpike, Suite 120W, Syosset NY 11791 within 30 days of first registering your Account. Your notice must include your name, address, contact information you use for your Account, and a clear statement that you want to opt out of this arbitration agreement. If you agreed to a previous version of these Terms that allowed you to opt out of arbitration, then your previous choice to opt out or not opt out remains binding. If you opt-out of the binding arbitration requirement, Cloud Club also will not be bound by the requirement.

(g) Class Action Waiver

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

(h) Severability

If any part of this arbitration agreement is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this arbitration agreement will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this arbitration agreement, including public injunctive relief, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.

14. MISCELLANEOUS

(a) These Terms (together with the Privacy Policy) constitute the entire agreement between you and us with respect to your access to and use of the Service (provided, that, if you decide to register for the Service as a Service Provider or Client you will be required to enter into Additional Terms, as applicable). If any provisions hereof are deemed invalid or unenforceable, they will be severed or construed to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. No waiver of any provision by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not delegate your duties, assign your rights or assign these Terms without Cloud Club’s prior written consent. Cloud Club may assign its rights under these Terms to an individual or entity reasonably capable of fulfilling Cloud Club’s obligations under these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect. The Service is hosted and operated in the United States of America and we make no representation that any content or Services is appropriate for access outside of the United States. Those who choose to access the Service from outside the United States do so on their own initiative and are responsible for compliance with local laws.

(b) Cloud Club does not conduct business with or seek any commercial transactions with: (i) any entity, citizen or resident of a geographic area in which access to or use of the Service is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) an entity, citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation (collectively, a “Prohibited Counterparty”). By accessing the Service you represent and warrant that you are not a Prohibited Counterparty and you will not seek or (attempt to) obtain services from or a commercial relationship with Cloud Club.

15. CONTACT INFORMATION

If you have questions or comments about these Terms, or if you would like to contact us about updating or changing your personal information you may contact us by email, by telephone (voice/phone calls only, no SMS) or by post as set forth below.

Address:

OSU Solutions, LLC d/b/a Cloud Club.ai

6800 Jericho Turnpike, Suite 120W

Syosset, NY 11791

Email:

privacy@cloudclub.ai