Page 1 of 2

CashClaw AI Business Agreement

This CashClaw AI Business Agreement allows you to sign up with Scale to receive the CashClaw Autonomous AI Agent software and step by step directions for how to install it on your local machine, setup the AI Agent, and launch it on a marketplace in a simple and effective way.

No upfront payment, no catch, no gimmicks. Just a simple and easy way to earn revenue from your freelancing business.

Navigate to the Independent Contractor Agreement below, fill the form, date, sign, and submit the agreeement. After submitting you'll be redirected to a page to download CashClaw, the Autonomous AI Agent for Freelance Marketplaces.

If you need help installing and setting up CashClaw for revenue on your local machine, we'll install and setup CashClaw for you for just $500.

To get started we need your email to deliver the AI Agent. What's your email address?

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated this ________________ day of ________, ________

Date

BETWEEN:

Zentara dba Scale of 303 Smith Level Road, A14, Chapel Hill, NC 27516(the "Client")

- AND -

Address

(the "Contractor").

BACKGROUND:

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Use our AI Agent, CashClaw, to work autonomously on freelance marketplaces for the Client. CashClaw will generate leads, promote and sell products and services, fulfill projects, and collect payment for the Client. The Contractor installs CashClaw on the Contractor’s local machine, sets up the AI Agent, and launches it on a freelance marketplace. CashClaw generates leads, closes sales, fulfills projects, and collects payments using freelancing best practices.

The Contractor agrees to use CashClaw to perform the following services as a Freelancer on behalf of the Company:

Lead Generation: Actively seek, identify, and qualify potential leads that align with the Company’s target audience and business goals.

Sales Outreach: Engage in outreach activities, including calls, emails, and meetings, to establish contact with potential clients and generate interest in the Company’s products or services.

Client Relationship Management: Build and maintain strong relationships with clients by providing excellent customer service, addressing inquiries, and ensuring satisfaction throughout the sales process.

Sales Presentations and Negotiations: Deliver compelling sales presentations, product demonstrations, and proposals to potential clients. Negotiate terms of agreements to close sales in alignment with the Company’s policies and objectives.

Pipeline Management: Maintain and update a sales pipeline using the tools or systems provided by the Company, ensuring timely follow-ups and accurate tracking of sales progress.

Project Fulfillment: Deliver world class, premium fulfilled projects to the end user.

Business, Wallet, Payments, & Payouts Management: Manage the revenue of the freelancing business the Contractor generates. Send 30% of the revenue to the Client biweekly.

Market Research: Conduct research to stay informed about industry trends, competitor activities, and market demands to enhance sales strategies and adapt to changing conditions.

Reporting and Documentation: Provide regular reports on freelance activities, lead conversion rates, project fulfillment, and revenue generation to the Company. Maintain detailed documentation of client interactions and agreements.

Adherence to Policies: Represent the Company in a professional manner, adhering to all applicable laws, regulations, and Company guidelines during the performance of services.

The Client hereby agrees to engage the Contractor to provide the Contractor with the following services (the "Services"):

CashClaw Software: Autonomous AI Agent that generates leads, sends proposals, closes sales, fulfills projects, and collects payment for the Contractor.

Wallet, Bank Account or Payout Method: Method and step by step directions for sending payouts to the Client.

The Contractor and Client shall perform these services independently and with reasonable skill, care, and diligence, as expected of a professional in the sales industry. All services shall be rendered in a manner that promotes the best interests of the Company.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement.

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days' written notice to the other Party.

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

This Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars)

Compensation

The Client will charge the Contractor for the Services as follows (the "Compensation"):

The Contractor will pay the Client 30% of the revenue from each sale the Autonomous AI Agent, CashClaw, generates in which the product or service is paid for and the product or service is successfully fulfilled. The Client is paid biweekly on the 15th and 30th of each month. Sales made between the 27th and the 12th are paid on the 15th and sales made from the 13th to the 26th are paid on the 30th. Sales made is defined as sales in which the payment has been successfully deposited in the Contractor’s bank account.

Invoices submitted by the Client to the Contractor are due within 30 days of receipt.

In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor and the Client will both walk away without having to pay any additional costs.

Confidentiality

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, market research, company records, client information, client trade secrets, accounting records, business processes, business process automation, robotics process automation, payment processor information, bank account information, username, password, software, mobile app, web app, website, design, development, AI, AI Agent, Autonomous Agent, Autonomous AI Agent, AI model, payout method information, customer records, customer data, CRM data, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

Ownership of Intellectual Property

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, market research, company records, customer records, customer data, CRM data, client records, client information, client trade secrets, software, mobile app, web app, website, design, development, AI, AI Agent, Autonomous Agent, Autonomous AI Agent, AI model, payout method information, industrial design, username, password, URL, payment processor information, bank account information, business process automation, robotics process automation, and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address:

Zentara dba Scale

303 Smith Level Road, A14, Chapel Hill, NC 27516

Or by email to:

scaleaimarkets@gmail.com

Contractor's Name

Contractor's Address

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________________ day of ________, ________.

Date

Zentara dba Scale

Per:____________________________ (Seal)

Signature

Freelancer