Last Updated Feb 10, 2024

Terms of Service

General Terms of Service

The use of the online services provided by Cloutpot.co is governed by the terms and conditions set out below ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.

1. Services Offered by Cloutpot

1.1 Cloutpot provides an online service that allows businesses and brands to sell, buy, transfer their brand’s social media presence (“Digital Assets”) to another business or brand, in accordance with and subject to, the terms and conditions of this Agreement, and individual social media platform TOS, whereby ("Services"):

Sellers may, via Cloutpot.co, advertise their Digital Assets for sale whether by way of a Classified or Auction;
Buyers may, via Cloutpot.co, contact Sellers to offer to purchase their Digital Assets; and
Buyers may, via Cloutpot.co, bid in Auctions conducted by Sellers.

1.2 You, as a user of the Services, may use the Services in the capacity as a Seller, Buyer or both a Seller and a Buyer. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities.

2. Listing Classifieds and Auctions

2.1 Conduct in Accordance with Listing Rules

Your participation as a Buyer or Seller in a Classified or Auction will at all times be governed by the Listing Rules. You agree that you are bound by the Listing Rules and will comply with the Rules.

2.2 Advertising a Classified or Auction

You may, as a Seller, advertise your Digital Assets for sale via a Classified. You may do so by placing a Listing on Cloutpot.co

2.3 Digital Assets You Can Sell

You must only list Digital Assets for sale which you own and which you are entitled to sell. By creating a Listing for a Digital Assets, you are warranting to Cloutpot and to each Buyer that:

you are the owner of all Intellectual Property Rights and all other rights, title and interest in the Digital Assets;
the Digital Assets and all of its components are transferable to the Buyer;
all Third Party Agreements are transferable to the Buyer; and
the Buyer may be registered as the owner of the domain name for the Digital Asset and that domain name may be transferred to another registrar.

You are restricted from placing Listings to sell Digital Assets which:

are obscene, vulgar and/or deemed by Cloutpot to be offensive;
contain material which infringes the Intellectual Property Rights of a third party or which assists others to infringe the Intellectual Property Rights of a third party;
are engaged in activities which contravene the law of any territory; or
contravene any provision of the Listing Rules.

2.4 Classified and Auction Requirements

In listing your Digital Assets, you agree to comply with the requirements in relation to Auctions and Classifieds as set out in these terms and conditions or as set out in the Listing Rules.
When you advertise your Digital Asset:

you must specify all details requested by Cloutpot.co in relation to the Listing;
you must conduct the Auction using the Auction engine provided by Cloutpot.co;
you must conduct the Auction in accordance with the Rules; and
you must sell your Digital Asset to the Winning Offer.

2.5 Conduct of Buyers

As a Buyer, you may offer to purchase a Digital Asset of a Seller via Cloutpot.co. Your offer to purchase must be submitted via Cloutpot.co. In the case of an Auction, your offer to purchase will be submitted as a bid in the Auction. All offers to purchase a Digital Asset (including an Auction bid) must be made in accordance with the Rules.

2.6 What must be sold as part of a Digital Asset

Any business/brand social media assets listed for sale on Cloutpot.co must offer for sale:

all intellectual property pertaining to the listed brand or business page including (but not limited to) email addresses, social media handles, logins, passwords, trademarks, registration documents, company formation documents;
all files related to the brand or business including logos, images, music, animation, films and other media;
all advertised domain names for the website must be transferable to another registrar; and
if specified by the Seller, all of the Seller`s rights and obligations in relation to any Third Party Agreements.

3. Legal Relationship Between Buyers and Sellers

3.1 Legal Status of Agreeing to Sell a Digital Asset

When a Seller agrees to sell a Digital Asset to a Buyer and the Buyer agrees to purchase that Digital Asset, then that agreement for the sale of the Digital Asset ("Sale Agreement") will be legally binding on both the Seller and the Buyer.
An offer to purchase a Digital Asset, is binding and irrevocable on the Buyer.
In the case of a bid at an Auction, the offer to purchase a Digital Asset will terminate once a higher bid is made by a third party.
The Buyer`s offer to purchase a Digital Asset will not become binding upon a Seller until it is accepted by a Seller. This includes any bids made by the Buyer in an Auction which must be accepted by the Seller for the bid to be valid.

4. Cloutpot’s Role in Relation to Listing Auctions and Classifieds

4.1 Cloutpot.co provides a software engine and website to enable:

Sellers and Buyers to meet;
Sellers to place Listings to advertise their Digital Asset for sale; and
Sellers to conduct Auctions, Classifieds or Catalog Sales of their Digital Asset.

4.2 You acknowledge and agree that:

Cloutpot is not an auctioneer;
Cloutpot does not conduct Auctions on behalf of Sellers. All Auctions are conducted by Sellers on their own behalf;
Cloutpot and its Associates are not responsible in any way for the compliance by each Buyer or Seller with the Sale Agreement. Cloutpot do not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale of a Digital Asset or act lawfully in their use of Cloutpot.co; and
Cloutpot merely provides the software and website (being Cloutpot.co) by which Seller`s may conduct their own Auctions and Classifieds.
Cloutpot does not guarantee any claims or promises made by Sellers or Buyers.
Cloutpot does not monitor authenticity of any users or members of our site and will not be held liable for their actions.
Cloutpot is not liable for what happens in relation to Digital Assets after the Listing expires on cloutpot.co

4.3 You agree that Cloutpot is an independent service provider to you and is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of a Digital Asset. Cloutpot`s only role in that sale is the role set out in clauses 4.1 and 4.2 above.

4.4 You agree that you do not have the power to bind Cloutpot in relation to any obligation owing to a third party. You agree that by using the Services (either as Seller or Buyer) that Cloutpot, in providing the Services and your access to Cloutpot.co, is providing a platform for you to be introduced to other Sellers or Buyers (as the case may be). Cloutpot is not a party to any transaction or agreement between any Seller or Buyer and is not responsible for any act or omission of any Seller or Buyer.

5. Payments

5.1 Fees payable by a Seller

When you, as a Seller, set up a Listing for the sale of your Digital Asset, you:

May be required to pay an up-front Listing Fee with respect to the listing of the Digital Asset
May be required to pay Advertising Fee with respect to the advertising of the Digital Asset on Cloutpot platform
May be required to pay Success Fee upon succesful sale of the Digital Asset through Cloutpot Deal Service

5.2 How the Seller`s Fees are paid

When your Digital Asset is listed, an invoice for the Listing Fee may be automatically forwarded to you, which may be paid by credit card or any other payment form offered by Cloutpot at the time.

When your Digital Asset is listed, you may choose to boost and advertise your Listing on our platform, which may be paid by credit card or any other payment form offered by Cloutpot at the time.

5.3 Membership Level Fees

Cloutpot may offer special membership levels, such as premium or pro, to its registered users. Cloutpot may charge membership fees for those membership levels. Membership level fees may be paid by credit card or any other payment form offered by Cloutpot at the time.

5.4 Cloutpot balance credits can be used to pay the Purchase Price

You can pay for Digital Assets of any Seller using Cloutpot balance. Cloutpot balance can also be used to pay for goods and services provided by Cloutpot described in clause 5.1

5.5 Cloutpot is not an escrow service

Cloutpot offers "Cloutpot Deal Service", a service partialy powered by a third-party escrow provider, to sellers and buyers as a payment option. Cloutpot is not an escrow service and does not hold property on behalf of any person.
All amounts deposited or paid directly to Cloutpot are property of Cloutpot and Cloutpot may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Cloutpot are as set out in this clause 5 or under clause 6.

6. Processing of Refunds

6.1 How refunds are paid

If Cloutpot issues you a refund, that refund will be paid to you using the same payment methods you used to pay any Fees to Cloutpot or via any other method Cloutpot chooses from time to time.

6.2 Withdrawal of a Classified or Auction

If you, as a Seller withdraw a Classified or Auction (where permitted by the Rules), then unless we otherwise expressly state to the contrary, there will be no refund of any amount of the Fees paid by the seller in respect of the Classified, Catalog Sale or Auction.

6.3 Circumstances in which a refund may be paid

Cloutpot may refund an amount of any Cloutpot Fees paid by you if:

any refund policy in the Rules entitle you to a refund; or
Cloutpot is required by law or considers that it is required by law to do so.

Cloutpot`s determination as to whether a refund is required by this clause is final and conclusive and may not be challenged by you.

7. Suspension of the Services

7.1 Without limiting Cloutpot’s other rights arising under this Agreement, Cloutpot may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:

Cloutpot considers that you have breached any of your obligations to Cloutpot under this Agreement;
Cloutpot considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to Cloutpot;
you are using your User Account or the Services for illegal or fraudulent means or in a manner which Cloutpot in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
in Cloutpot’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Cloutpot’s servers or Cloutpot’s other services;
if a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of Cloutpot`s notice and takedown procedures; or
if Cloutpot has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights.

7.2 You agree:

Cloutpot may suspend the Services where permitted under clause 10.1 at any time including without limitation, during or after a Listing
Cloutpot’s suspension of the Services may, in Cloutpot’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
Cloutpot may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.

7.3 For the avoidance of doubt, you may not make withdrawals of, or spend any Cloutpot Credits during any period of suspension of your User Account. Further Cloutpot may in its discretion retain the balance of all Cloutpot Credits in your account towards compensating Cloutpot for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the User Account suspension.

7.4 During a suspension of your User Account, any Listings (whether for Auction or Classified) will be suspended or terminated (as determined by us in our sole and absolute discretion).

8. Privacy Policy

Please visit Privacy Policy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

9. Your General Obligations

You agree that:

9.1 You will not use the Services for any illegal or fraudulent purpose or for any purpose other than participating in Classifieds or Auctions as a Seller or Buyer;

9.2 You will comply with all laws which must be complied with in relation to a Listing or the sale or purchase of a Digital Asset;

9.3 You will comply with any export restrictions which may apply to the export or import of Digital Assets or other Intellectual Property Rights to locations inside or outside USA or the territory in which you are located;

9.4 You warrant that you will not, by engaging Cloutpot to provide the Services, place Cloutpot in breach of any law or obligation owing to a third party;

9.5 You will not undertake any act or cause any omission which will bring Cloutpot, its brand or other Sellers and Buyers into disrepute;

9.6 You will not use the Services in a manner that may lead to the suspension of the Services under clause 7.1; and

9.7 You will provide Cloutpot with all information requested by Cloutpot which Cloutpot requires to provide the Services.

10. Term and Termination

10.1 This Agreement will commence on the date that you first create a User Account with Cloutpot and will terminate at the later of the date that:

the User Account is terminated or closed; or
you otherwise permanently cease using the Services.

10.2 If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, or you otherwise recommence to use the Services, then you will again become bound by this Agreement at that time.

10.3 This Agreement and your User Account may be terminated by Cloutpot at any time for any reason whatsoever with or without notice to you.

10.4 This Agreement may be terminated by Cloutpot immediately on written notice to you:

if you are in default or breach of this Agreement; and
Cloutpot has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;
Cloutpot has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or
without cause by giving thirty (30) days notice to you.

10.5 Upon the termination of this Agreement:

any Listings which you have placed on Cloutpot.co will instantly terminate;
Cloutpot will, within a time period determined by Cloutpot, withdraw the use of the Services from you;
any Cloutpot Balance Credits you hold will be cancelled immediately;

10.6 Clauses 11.2, 6, 8, 10.5, 12, 13 and 14 will survive the termination of this Agreement.

11. Creating a User Account to Use the Services

11.1 Creating a User Account

You agree to create a User Account with Cloutpot in order to use the Services.
Your User Account will be created using Cloutpot`s online sign up process, or any other method specified by Cloutpot from time to time.
Your User Account will permit you to login to Cloutpot.co to manage your User Account, make use of Cloutpot.co and to manage other details involving your relationship with Cloutpot.
You agree to keep confidential and secure any username or password used to access your User Account.
You warrant that all information provided to Cloutpot in the setup of your User Account is true and correct in every detail.
All users of the Services must be 18 years of age or older. By creating a User Account, you represent and warrant to Cloutpot that you are 18 years of age or older and you can form legally binding agreements under applicable law. You may however permit minors under 18 years of age to use your User Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your User Account occurs under your supervision at all times. If you do permit a minor to use your User Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify Cloutpot against any loss, cost, expense or damage it may suffer as a result of the same.
You agree to only maintain one User Account in relation to your use of the Services and Cloutpot.co.
You agree to provide Cloutpot with all identification documents (including copies of passports and drivers licences) which Cloutpot requests from you from time to time for the purposes of verifying your identity.
You agree to receive email communications from Cloutpot for commercial purposes. You are able to opt out of these emails later if you wish.

11.2 Use of Your User Account and Cloutpot.co

You agree that you will only use your User Account and Cloutpot.co for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing Cloutpot.co, you will not:

breach the Rules;
resell or sublicense the use of Cloutpot.co or your User Account to any other person;
use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
use your User Account to stalk or harass another person;
use your User Account to impersonate any person in any way whatsoever;
use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
use your User Account for sending advertising, chain letters, junk mail, "spamming" or any other type of unsolicited email;
forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services;
use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
use your User Account in such a way which damages Cloutpot.co or denies access to Cloutpot.co to other users of Cloutpot.co;
intentionally or recklessly use your User Account in a way that degrades the performance of Cloutpot.co for other users; and
cancel an Auction or Classified initiated by you (including any cancellation as a result of a termination of this Agreement) for the purpose of contracting separately with a Buyer you meet through Cloutpot.co which results in you avoiding paying Cloutpot any Fees (including a Success Fee). In these circumstances, without limiting Cloutpot remedies against you, Cloutpot may recover its lost Fees from you by suspending your User Account and/or deducting its loss from any Cloutpot Balance Credits in your User Account.

12. Limitation of Liability and Implied Terms

12.1 You acknowledge that Cloutpot and its Third Party Providers have made no warranties that the Services will be continuous or error free.

12.2 Not used.

12.3 You acknowledge and agree that Cloutpot and its Third Party Providers shall have no liability or responsibility to you whatsoever for any unauthorised withdrawals or unauthorised spend of your Cloutpot Balance Credits, including where such withdrawal or spend arises from:

any of the events described in clause 15; or
any unauthorised use or access of your User Account or Cloutpot.co.

12.4 You acknowledge and agree that Cloutpot and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Cloutpot under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 12.7 and 12.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.

12.5 Subject to clauses 12.7 and 12.8, you agree that Cloutpot and its Third Party Providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether or not as a result of any breach or default by, or any negligence of, Cloutpot or its Third Party Providers.

12.6 The maximum aggregate liability of Cloutpot under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement, will not exceed the amount of the Fees paid by you to Cloutpot.

12.7 If the Trade Practices Act 1974 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by legislation, the liability of Cloutpot is limited, at the option of Cloutpot, to:

in the case of goods, any one or more of the following:

the replacement of the goods or the supply of equivalent goods;
the repair of the goods;
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
the payment of the cost of having the goods repaired; and

in the case of services:

the supplying of the services again; or
the payment of the cost of having the services supplied again.

12.8 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Cloutpot will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.

13. Indemnity

You indemnify Cloutpot, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of:

any breach by you of any representation, warranty or term of this Agreement;
any acts or omissions by you which are described in clause 7.1;
any breach by you of your obligations to a third party, including another Seller or Buyer;
any infringement by you of the rights of a third party including Intellectual Property Rights; and
any legal proceedings threatened or initiated against Cloutpot by a third party as a result of the events described in clause 13(a) to (d) above.

14. Intellectual Property

14.1 You acknowledge that Cloutpot is the owner of all Intellectual Property Rights which subsist in your User Account and Cloutpot.co (but not your Digital Asset). You acknowledge that you have no Intellectual Property Rights in your User Account or in Cloutpot.co.

14.2 You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Digital Asset from a Seller to a Buyer will be set out in the Sale Agreement.

14.3 Each Seller warrants to Cloutpot that its Digital Asset and its Listing at all times will not infringe the Intellectual Property Rights of a third party.

14.4 You acknowledge and agree that Cloutpot will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Digital Asset or in relation to a Listing.

14.5 You hereby grant Cloutpot a royalty free, irrevocable, worldwide, perpetual licence to display and use the contents of your Listing on Cloutpot.co, including any excerpts from your Digital Asset which are contained in your Listing.

15. Force Majeure

15.1 You agree that Cloutpot and its Third Party Providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Cloutpot complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:

fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
a significant demand is placed on Cloutpot`s services which is above the usual level of demand and which results in a failure of Cloutpot`s software and hardware to function correctly;
the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Cloutpot; or
any other circumstances or events which are beyond the reasonable control of Cloutpot or the Third Party Provider (as the case may be).

16. Miscellaneous

16.1 Cloutpot may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you ("Amendment Date"). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or Cloutpot.co after the Amendment Date.

16.2 Unless otherwise requested in writing by you, Cloutpot may use your corporate identity (if applicable) as part of promoting the Services and Cloutpot in the market place.

16.3 Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:

in the case of a notice delivered by hand, when so delivered;
in the case of a notice sent by pre‑paid post, on the third day after the date of posting;
in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or
in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient`s email server that the email has been received by the recipient.

16.4 This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

16.5 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

16.6 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

16.7 Cloutpot may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Cloutpot (which may be withheld).

16.8 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

16.9 These terms and all matters based upon, arising out of, or relating in any way to these terms as well as the interpretation, construction, performance and enforcement of these terms, shall be governed by the laws of Hong Kong and you submit to the jurisdiction of the courts of Hong Kong for the purposes of any suit, action or other proceedings.

17. Listing Rules

17.1 Listing Rules

Cloutpot offers different types of listings, all of them follow these general rules:

All listings are active for 365 days.
Identical listings can not be posted multiple times until the old listing expires or is deleted by the Seller.
All listings are confidential and require Buyer to get in touch with Seller privately, using Cloutpot messaging system.
You agree that Cloutpot can terminate any listing at any time for any reason.

17.2 Description Guidelines

Description should explain what your brand page is about, when it was created, what your audience is, etc.
When creating multiple listings, description should be unique for each of your listings. No copy paste will be allowed.
Do not include contact information in description, it will be denied. Buyers will message you through Cloutpot messaging system.
You agree that we can terminate your listing for not following description guidelines at any time.

Premium Membership Terms of Service

These Additional Terms of Service (hereby referred to as "Membership Terms") serve to govern the use and access of our premium and pro subscription service (hereby referred to as "Services"). Please go through these Membership Terms carefully and thank you for looking into our Membership Terms, as they are important to understand!

Membership Terms are Legally Binding

When we use the words "Cloutpot," "we,", "our," or "us" throughout this policy, we're referring to Cloutpot LLC, which is understood as the intermediary company that connects "Account Managers" to provide the Customer with Services listed on our website. When we talk about "Services" in this policy, we are referring explicitly to the actions committed by Account Managers in order to help you grow your social media accounts.

You are an Authorized Member of Our Community

A company, organization, or other qualified third party we refer to in these Membership Terms are considered the "Customer". Being a Customer effectively makes you a member of our Community.

For you, this means:

Your Customer Data is accessed discreetly both by employees of Cloutpot and by third party, sub-contracted account managers in order for improved delivery of Services. You agree to allow access to Customer Data upon registering for access to our Services under a "Contract", which is activated upon Customer Registration. This Contract holds our commitment in delivering Services to the Customer through the delegation of tasks to a subcontracted Account Manager.

The Customer Must Be Aged 18 or Over

Services we provide are strictly unavailable to children under the age of 18. If a child under the age of 18 has provided us with their information without a consenting parent/guardian, please contact us immediately.

The Customer Is Bound to Contract Periods

These Membership Terms remain in effect until the end of the Customer's billing cycle. The Customer is entitled to cancel their contract with us without prior notice or given reason. The Customer is required to cancel their billing at least ONE (1) day prior to the following billing cycle. Otherwise, the Customer is obliged to fulfil the last month of billing prior to cancellation. Please note that pausing an account does not cancel the subscription and related charges.

Billing Cancellation Example

The Customer is due to be billed on the 31st of March for the provision of Services from the 31st of March to 30th of April 2017.

Scenario 1 - The Customer cancels on 31st of March: The Customer will still pay for services supplied for the periods of 31st of March - 30th April 2017. The Customer will not be billed on the 30th of April, for the month of May.

Scenario 2 - The Customer cancels before 30th of March: The Customer will not pay for the periods of 31st of March - 30th April 2017. The Customer shall not receive any Services after the 30th of March.

The Customer Agrees To Limitation of Liability

Services provided by Cloutpot will not be held accountable to the Company, Cloutpot LLC. The Company may not be held liable for any potential damages incurred. We may directly step in and take what we deem appropriate action against the Customer or Account Manager (including the disabling of accounts on the Cloutpot website) depending on circumstance. In no event will you or us have any liability to the other for lost profit, revenue, or any cimrcumstantial, incidental, consequential, punitive, or other forms of damages however they may have been caused, whether in contract, tort, or under any other theoretical circumstance of liability and regardless of whether the party has been advised of the possibility of the aforementioned damages. You will have no financial liability to us for a breach of these Membership Terms, and our maximum aggregate liability to you for any alleged breach of these Membership Terms is FIVE US DOLLARS (5 USD).

The Customer Agrees Services May Be Delayed Or Suspended Under Force Majeure

While Cloutpot strives to provide the very best to fulfill services to the Customer, unforeseeable circumstances may prevent us from fulfilling our contractual obligations. Otherwise known as "Superior Force," a "Force Majeure" is understood as natural disasters, including fire, flood, earthquakes, storms, hurricanes, other natural disasters, war, invasion, acts of hostility, civil war, rebellions, revolutions, insurrections, military coups, terrorist activity, suspension of electricity or phone services. Should the Service to the Customer be postponed, suspended, or cancelled under Force Majeure, both the Customer and the Company agree not to hold any party liable.

Service Delivery & Timeframes

After payment is succesful, delivery of services will start immediately.

The Customer Agrees To The Refund Policy as Described

Refund requests are reviewed on a case by case basis. The refund policy as described in the Membership Terms of Service does not serve as a guarantee of refund. Typically, only new subscribers may be eligible for a refund. Multiple factors are taken into consideration, of which may include (but not limited to): date of subscription, events of force majeure, contract period binding, subscription type, past experience with the Service, user feedback.

Refunds for annual subscriptions are provided at the sole discretion of the Company. Refunds are not provided for annual subscriptions if the Service is provided as stated. Fulfillment of Service results in cases of non-refund. Should a refund for an annual subscription be provided at the discretion of the Company, the Company may offer only partial refund in accordance to the remaining time on the Subscription minus discount offered on the price.

Refunds due to Recurring Subscription Billing Agreement

Should a refund request be submitted by the Customer due to the Customer not being aware of a recurring subscription, the Company are able to fulfil said requests at its sole discretion. Generally, it is the responsibility of the Customer to understand the nature of their Billing Agreement, which is expressly mentioned on the Pricing section of the Website, as well as during the checkout process of the Company's designated payment provider.

Refunds due to Unexpected Service

Should the customer request a refund on the basis that the service is not as expected, the Company are able to fulfil such refund requests at its sole discretion. The Customer is offered a 1 (one) hour trial without obligation to enter a Billing Agreement with the Company. The trial period is for evaluation purposes of the Customer. As such and while the Company strives to render Services as best as possible through the Intermediary, the Company is under no obligation to fulfil refund requests in the event the Customer claims service is not as expected.

Refunds due to Untimely Cancellation

Should the Customer cancel the Billing Agreement with the Company in an untimely fashion, the Company are able to fulfil said refund request at its sole discretion. In most instances, the Customer is offered Services for the rest of the paid month. Should an untimely cancellation occur within a reasonable timeframe as determined by the Company, the Customer may be eligible to a refund.

Refunds due to Double Charge

Should the Customer enter an additional billing agreement with the Company that renders the first billing agreement obsolete, the Customer may be double-charged by mistake. In such instance, the Company shall always endeavor to refund the Customer in a reasonable timeframe as determined by the Company.

If you believe you should be issued a refund, please reach out to our support team with full details of your request. While we strive to be as fair as possible when reviewing a refund request, please keep in mind that refunds are usually provided only in extreme circumstances.

Cloutpot Deal Service Terms

These Deals Terms ("Deals Terms" or "Deal Agreement") shall serve as an agreement that sets forth the terms and conditions which will govern your use and participation in the transaction management and services provided on and through Cloutpot.co (the "Services"). By selecting to utilize the Services you shall have also indicated your acceptance of these Deals Terms and your intent and agreement to be bound by them. If you are unwilling to agree to these Deals Terms, you shall discontinue further use of the Services. If you agree to these Deals Terms, you will be bound as follows:

Definitions - "Account" means (i) an account of a Buyer from which payment for the Transaction and related fees will be obtained, (ii) an account of a Seller to which payment for the Transaction and other payments will be credited. ”Agreement" refers to this Agreement, the then current operating rules contained on the Site and the Transaction Instructions. "Deal Details Screens" means those screens on the Site where Users provide all requested information in connection with a Transaction. "Deal Instructions" or "General Instructions" means the document on the Site that contains the terms agreed upon on the Deal Details Screens, as well as the other terms and conditions of the Deal transaction including these Deals Terms. "User" means Buyer(s), and Seller(s) participating in a Transaction. "Site" refers to the website for the Services which can be found at www.cloutpot.co. Capitalized terms not defined herein shall have the same meaning as set forth in the General Deal Service Terms.
Description of the Service - The Services are Internet-based transaction management services performed by Cloutpot.co and services provided by Cloutpot, LLC, a Hong Kong corporation acts as an agent in a Transaction, which Services are intended to facilitate the completion of the underlying transaction under the terms of this Agreement, the Site and the applicable Transaction Instructions.
Limits on the Services - The Services are only available for lawful items and items not otherwise excluded by Section 4 below. Limitations on the Services may apply and can be found on the Site or in the General Instructions or Deal Instructions. Only registered Users may use the Services. In order to register, you must supply all information required on the Site. Applicable state or federal laws and regulations may further limit the Services.
Prohibited Transactions - Users shall not utilize the Site or the Services in connection with any Transaction that is illegal or involves any illegal items, or is for any illegal purpose; involves any obscene material; involves any munitions or firearm; involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works; involves illegal drugs or controlled substances; involves real property or any interest in real property, the sale or transfer of liquor licenses, fund or joint control accounts, mobile homes or manufactured homes or the refinancing of either, reservation deposits of any kind, or promissory notes, mortgages or deeds of trust; or involves transactions directly or indirectly involving persons (individuals or entities) with whom U.S. persons are prohibited from engaging pursuant to sanctions and export controls administered by the Departments of Treasury, Commerce and State.; or involves transactions directly or indirectly involving persons (individuals or entities) with whom U.S. persons are prohibited from engaging pursuant to laws and regulations administered by the Departments of Treasury, Commerce and State. In addition, Cloutpot.co, in its sole discretion, may refuse to complete any Transaction that Cloutpot.co has reason to believe is unauthorized or made by someone other than you, may violate any law, rule or regulation, or if Cloutpot.co has reasonable cause not to honor it. Each User agrees to indemnify and hold Cloutpot.co harmless for losses resulting from any use or attempted use of the Services in violation of this Agreement.
Rejection of Payment - Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable law, Cloutpot.co is not liable to any User if Cloutpot.co does not complete a Transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. Cloutpot.co may post operating rules related to payment on the Site and change such rules from time to time.
General Conditions of Use - If you arrive at the Site through entities linked and/or integrated with Cloutpot.co or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), then you authorize such third party to transfer relevant data to Cloutpot.co to facilitate the Transaction. You represent and warrant that all information you provide to Cloutpot.co or to such third party will be true, accurate and complete. The party entering into this Agreement on behalf of any User represents and warrants that he/she is authorized to do so and to bind the User and is a natural person of at least eighteen (18) years of age. In order to initiate and commence a Transaction, all Users to a Transaction must register at the Site, agree to all terms in the General Terms of Service and agree to the Deal Instructions.
Obligations of Sellers - On the Deal Details Screens, each Seller to a Transaction must designate an Account to which payment for the Transaction will be made. Each Seller authorizes Cloutpot and its authorized agents to initiate credit entries to such Seller's Account for payment of the purchase price, or applicable balance due, and to debit Seller's Account to discharge Seller's obligations. Each Seller in a Transaction shall deliver the items set forth in Deal Details Screens directly to the Buyer (or Buyers), at the address specified by such Buyer as shown on the Cloutpot.co website and on the terms and conditions set forth in the Deal Instructions and General Terms of Service. Seller shall use a delivery service that provides a confirmation of delivery and Seller shall provide Cloutpot.co with a tracking or reference number for the shipment of the goods. Seller gives Cloutpot.co permission to act as its agent in communicating with the shipping company regarding the notice of the delivery of the goods. In the event Cloutpot.co does not receive notice of shipment from Seller within ten (10) calendar days of notification from Cloutpot.co's notice to Seller to ship the items, Seller authorizes Cloutpot.co to return the funds (excluding Cloutpot.co fees) to Buyer. In the event of a return of the items by Buyer, Seller shall notify Cloutpot.co of the receipt of the returned items. Upon receipt of such notice from Seller, the Seller's three (3) day inspection period shall commence. In the event Seller accepts the returned items within the inspection period or fails to act within the inspection period, Cloutpot.co shall remit the funds (excluding Cloutpot.co fees) to Buyer. If Seller notifies Cloutpot.co of its non-acceptance of any returned items within the Seller's inspection period, then Cloutpot.co will retain the funds pending resolution of the dispute or take other action as authorized. Notwithstanding anything to the contrary above, if all Users to a Transaction agree on the Deal Details Screens that there is no shipping required, then no party hereto will have any obligation under this Agreement with respect to shipping.
Obligations of Buyers - On the Deal Details Screens, Buyer must designate a payment mechanism and an Account from which the purchase price and related fees (unless such fees are to be paid by Seller) will be obtained for the deposit. Depending on the amount of the Transaction and the currency selected for the Transaction, Buyer may remit the necessary funds via various methods, which may include corporate credit card, charge card, debit card or purchasing card, check (cheque), cashier's check, money order, cypto currency or wire transfer. In the case of wire transfers, Buyer will initiate the wire to an account designated by Cloutpot.co on or before the date set forth in the Deal Details Screens. Regardless of the payment method, Buyer authorizes Cloutpot.co and Cloutpot.co authorized agents to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for a Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer's obligations under Section 22 of this Agreement. Cloutpot.co will deposit funds received from Buyer into a trust account maintained by Cloutpot.co (the "Trust Account"). Unless otherwise requested as specified in the following sentence, deposits do not earn interest for Buyer or Seller. If you anticipate an extended closing of the Transaction, then you may request and approve an instruction to have Cloutpot.co place Buyer's funds into an interest bearing account for the benefit of Buyer or Seller. If interest is to accrue to the benefit of the Seller, then both Buyer and Seller must request and approve the establishment of the interest bearing account. If this request is made, then Cloutpot.co will charge the account of the party to whom the interest accrues an additional nonrefundable service charge of $100.00, which must be paid in advance.
Our Responsibilities - Cloutpot.co is obligated to perform only those duties expressly described in this Agreement and the General Terms of Service. Cloutpot.co shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct (subject to the limitations in Section 17 below). Cloutpot.co may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation. In the event that Cloutpot.co is uncertain as to Cloutpot.co duties or rights under this Agreement, receives any instruction, demand or notice from any User or financial institution which, in Cloutpot.co's opinion, is in conflict with any of the provisions of this Agreement, or any dispute arises with respect to this Agreement or the Funds, Cloutpot.co may (i) consult with counsel of our choice (including our own attorneys) and any actions taken or not taken based upon advice of counsel shall be deemed consented to by you, or (ii) refrain from taking any action other than to retain the funds for delivery in accordance with the written agreement of the Users, the final decision or award of an arbitrator pursuant to an arbitration commenced and conducted in accordance with the General Terms of Service or a final, non-appealable judgment of a court of competent jurisdiction, or (iii) discharge our duties under this Agreement by depositing all funds by interpleader action with a court of competent jurisdiction in accordance with the procedures outlined in the General Terms of Service.

Buyer shall notify Cloutpot.co of the receipt or non-receipt of the items on the date the merchandise is received or the Buyer Inspection Period is started. Buyer shall notify Cloutpot.co of the Buyer's acceptance or rejection of the items before the Buyer's Inspection Period expires. Upon receipt of notice from Buyer that the items have been received and accepted, Cloutpot.co shall transfer the payment amount (less any amount payable to Cloutpot.co for Cloutpot.co fees) to Seller's Account. Transfer to a Seller generally will be initiated within the next business day from the day on which notice of acceptance of the items is received from the Buyer. If Buyer has not notified Cloutpot.co of the non-receipt or rejection of the items during the Buyer's Inspection Period, then Buyer authorizes Cloutpot.co to remit the funds (excluding Cloutpot.co fees) to the Seller. Buyer shall follow the procedures set forth on the Site in the event the items are rejected.

Cloutpot.co may, at any time, give notice of Cloutpot.co's intent to resign as a Deal Agent. If, within ten (10) days of such notice, Cloutpot.co has not received notice from all Users in a Transaction that they have designated a substitute agent (which notice shall identify the substitute agent), Cloutpot.co may discharge Cloutpot.co duties under this Agreement by depositing all funds with a court of competent jurisdiction. If an alternate Agent is so designated, Cloutpot.co shall be discharged from Cloutpot.co duties under this Agreement, the General Terms of Service and the Deal Instructions by delivering all funds to such person or entity. Upon payment of the funds pursuant to this Agreement, Cloutpot.co shall be fully released from any and all liability and obligations with respect to the funds and the Transaction.

Canceling a Transaction - If a Transaction cannot be completed for any reason, including cancellation by Cloutpot.co for any reason, Cloutpot.co will notify each User in such Transaction by e-mail, to the e-mail address each has provided to Cloutpot.co. In Cloutpot.co's sole discretion, Cloutpot.co may cancel any Transaction if each User to a Transaction fails to agree on the terms as required in the Transaction Details Screens by clicking the "Agree" button as requested on the Site. You may cancel a Transaction as provided in this Agreement, on the General Terms of Service or in the Deal Instructions.
Questions about the Services - You may inquire about payments made through the Service by calling the toll-free number that appears on the Site or by filling out the customer service form. If you believe an error has been made or there has been any unauthorized use of your Account or the Services, you agree to call or send an e-mail as soon as possible, but no later than forty-eight hours after you became aware of an error. When you contact Cloutpot.co, please be prepared to provide your name, Cloutpot.co reference number and your email address you have registered on the Cloutpot.co site.
Statements, Verification - You agree that all disclosures and communications regarding this Agreement and the Service shall be made by e-mail or on the Site, unless the parties make other arrangements as set forth in the General Terms of Service.
Digital Identification - You understand and agree that Cloutpot.co will create, issue, and verify a digital identification (a "Digital ID") for each User. This Digital ID is attached to each accepted electronic document and notification e-mails. You agree that your Digital ID is a valid "Electronic Signature." Please review the General Terms of Service for more information about Cloutpot.co's use of the Digital ID.
Fees - Unless otherwise agreed upon by each User in the Transaction, Buyer agrees to pay the fees for the Services that are disclosed on the Site at the time the completed Deal Instructions are agreed to by all such Users, as well as any other fees, including, without limitation, third party service fees (e.g., shipping, appraisal, inspection, etc.). Once paid, Cloutpot.co fees are nonrefundable. Cloutpot.co fees may change from time to time in Cloutpot.co's absolute and sole discretion. Cloutpot.co is not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed on any items purchased or sold through the Services or otherwise arising from the Transaction.
Security - Cloutpot.co uses secure sockets layer ("SSL"), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet to ensure that the data you provide Cloutpot.co is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals. Cloutpot.co has also implemented a security system requiring a user ID and a password to access your transactions on the Site. You agree not to give your password to any other person or entity and to protect it from being used or discovered by anyone else.
Disclaimers - You expressly agree that your use of the Services is at your sole risk. The Services are provided on a strictly "as is" and "as available" basis. Cloutpot.co MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE.

Cloutpot.co expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Cloutpot.co shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Seller of items. No advice or information, whether oral or written, obtained by you from Cloutpot.co or through the Services shall create any warranty not expressly made herein.

You acknowledge and agree that Cloutpot.co does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby. In no event will Cloutpot.co be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, Internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Cloutpot.co's control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).

Limitation of Liability - TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Cloutpot.co NOR ITS AFFILIATES, SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES.
Termination of Services - Cloutpot.co may suspend or terminate your use of the Services at any time, without notice for any reason, in Cloutpot.co's sole discretion. Except as warranted by risk to the security, privacy or integrity of the Services, Cloutpot.co will attempt to provide you with prior notice of the suspension or termination of the Services by sending you an e-mail, but Cloutpot.co is not obligated to do so. You shall remain liable for all Transactions you initiate through the Services prior to such termination, and the performance of your obligations, including but not limited to, the delivery of the items and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services. You agree to pay all costs and expenses (including reasonable attorneys' fees) that Cloutpot.co may incur in order to (a) collect any amounts you owe under this Agreement, the General Terms of Service, or the Transaction Deal Instructions or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in the General Terms of Service.
Non-Transferability of the Services - You may not assign this Agreement or the Deal Instructions to any other person or entity. Your right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of Cloutpot.co. Cloutpot.co may assign this Agreement upon notice to you. Any assignment or transfer in violation of this provision shall be null and void.
Modifications - Cloutpot.co reserves the right to change this Agreement, or any portion of it, at any time, without prior notice, provided that no such change will apply to a Transaction once the Users to such Transaction have agreed to the Deal Instructions. You understand that the most recent version of this Agreement will be located on the Site.
Notices - Notices from Cloutpot.co to you will be given by e-mail, or by general posting on the Site. You may contact Cloutpot.co by filling out the customer support form or such other email address as Cloutpot.co posts as its address for notice on the Site in the most recent version of the Deals Terms
Indemnification - You agree to indemnify and hold Cloutpot.co, Cloutpot.co affiliates and their respective officers, directors, shareholders, employees and assigns, harmless from any claim, demand, expense or damage, including reasonable attorneys' fees and court costs, arising from or relating to your use of the Services or any violation of this Agreement, the rules contained on the Site or the Deal Instructions, including, without limitation, payment of Cloutpot.co fees and any charge backs from a card organization or reversal or nonpayment of any credit or debit entry.

Miscellaneous - In the event of any dispute, claim, question, or disagreement arising from or relating to, this Agreement or to the Underlying Transaction, or breach of any of them, you agree to resolve such dispute in the manner set forth in the General Terms of Service. This Agreement shall be governed by the laws of the State of Delaware. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of the General Terms of Service. This Agreement in conjunction with the General Terms of Service and rules contained on the Site constitutes the entire agreement between Cloutpot.co and you relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter. If there is a conflict between the terms and conditions of this Agreement, the rules contained on the Site, and/or the General Terms of Service, then the conflicting terms set forth in the General Terms of Service shall control first, these Deals Terms shall control second and the rules contained on the Site shall control third. The General Terms of Service are incorporated herein by this reference. Cloutpot.co's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Cloutpot.co in writing. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.

Cloutpot.co may assign this Agreement to any current or future affiliated company and to any successor in interest. Cloutpot.co also may delegate certain of Cloutpot.co rights and responsibilities under the Agreement to independent contractors or other third parties.

If you are a registered User of the Site, then each time you request the Services will constitute your agreement to these Deals Terms, as amended from time to time in Cloutpot.co's sole discretion, and evidence that you have read, understood and accepted the then applicable Deals Terms.

Contact Cloutpot

We appreciate all forms of feedback and welcome you to contact Cloutpot, LLC through this form should there be any indiscrepancies, misunderstandings, or other noteworthy mentions regarding the Terms and/or Privacy Policy.