This Agreement was last modified on October 15, 2024.
These Terms of Service (“Terms” or “Agreement”) govern your use of the Arc website at arc.dev, along with any related software, applications (including, but not limited to, Arc’s Slack Workspace), services, and products (collectively, the “Platform”). As a "Client," you may use the Platform to obtain freelance or permanent placement services. As "Talent," you may seek freelance or permanent-employment positions. As a “Partner,” you can collaborate with us to provide talent to your clients. Your use of the Platform constitutes acceptance of these Terms. The Client, Arc, Talent, and Partner are each referred to as a “Party” and collectively as the “Parties” in the relationships between you and Arc. In the event of a conflict between these Terms of Service and any other agreement between Arc and you, whether in your individual capacity or as the representative of a Client, Talent, or Partner, the agreement duly signed by both parties in writing shall supersede and control. For any issues not explicitly addressed in the signed agreement, these Terms of Service shall govern.
“Arc” refers to Peeridea, Inc and its subsidiaries, affiliates, investors, officers, directors, employees, agents, representatives, and assigns. “User” includes anyone accessing or using the Platform, whether as Clients, Talent, or Partners.
You agree and acknowledge that the Platform includes the Codementor website at www.codementor.io. By using Arc or signing up for an Arc account, you will also have access to Codementor. You agree that your use of the Codementor website, or any related software, applications, services, and products, shall be governed by and legally bound to the Codementor Terms, published at https://www.codementor.io/terms (“Codementor Terms”).
If you disagree with the Privacy Policy, Independent Contractors under Terms, or do not accept these Terms or Codementor Terms, you must not use the Platform and should exit immediately.
The Platform operates as a marketplace, hereinafter referred to as Services, as detailed below:
Collectively known as “Services”, by accessing and using the Platform, you hereby acknowledge and agree that no joint venture, partnership, employment, franchise, or agency relationship is formed between you and Arc, or between Arc and any other user of the Platform.
The Platform utilizes a proprietary algorithm to connect Users for Services based on various factors including, but not limited to, Client criteria and Talent skills. Despite this, Arc does not control any aspects of the Services such as legality, timing, quality, performance, or non-performance. Additionally, Arc does not oversee the Freelance Jobs performed by Freelancers; Clients are responsible for supervising and controlling the aforementioned services. Consequently, Arc does not make any representations, warranties, or covenants regarding any aspect of the Freelance Jobs performed.
Arc is not an employment service or agency, and does not employ Freelancers. In all cases, Freelancers operate as an independent contractor, not an employee of Arc. Freelancers have the freedom to accept or reject any Freelance Job, work without Arc’s supervision, and use their own tools and equipment. Clients are responsible for overseeing the Freelance Job performed by Freelancers. Consequently, Arc does not withhold taxes, including unemployment insurance, workers' compensation, employer’s liability, social security, or other payroll withholdings for the Freelancers. If Arc is found liable for any taxes beyond its income, Freelancers agree to reimburse and pay Arc the equivalent amount, including any interest and penalties incurred.
For clarity, Freelancer shall not be eligible to participate in any of Arc’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Arc shall not provide workers’ compensation, disability insurance, social security or unemployment compensation coverage or any other statutory benefit to Freelancer. Freelancer shall comply at Freelancer’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. In the event that the Freelancer is an entity entering into a contractual relationship with Arc, the entity must have only one employee or contractor, who must be the 100% shareholder of the entity and the sole individual performing the freelance job. The Freelancer shall ensure that this sole employee or contractor is bound in writing to all the provisions and obligations under this Agreement for the benefit of Arc. The Freelancer will be responsible for any noncompliance by this sole employee or contractor.
Identity and payment verification on the Internet is difficult for online and card-not-present transactions. Therefore, we do not assume responsibility for confirming any Client’s or Freelancer’s identity. For transparency and fraud prevention purposes, when Users register for an account and thereafter, their account, identity, and payment method may be subject to verification by the Arc team. When requested, Clients or Freelancers must provide information about their identity and payment method to use Arc. During this time, Freelancers may be asked to pause ongoing work if the Client has not provided the requested verification to Arc.
Users may be asked to provide any or all of the following: (i) one or more official forms of government identification, (ii) proof that their identity matches the provided identification, (iii) proof that they have authorized usage or ownership of their payment method, (iv) proof that the credit card associated with their account is physically present, as permitted by applicable laws.
Users authorize Arc to make any inquiries necessary to validate their identity, including but not limited to conducting background checks if deemed necessary by Arc.
When Clients are refunded or Freelancers receive payouts, Arc is not responsible for any additional fees or charges that the Clients or Freelancers incur from their banks or financial institutions. All Freelancers are required to complete a tax form to receive payouts.
As a Client, you acknowledge and agree to the following clauses:
If your activities on the Platform are deemed to be involved in Arc Freelance Services, at Arc’s sole discretion, Sections 1 (Engagement), 2 (Performance of Services), 5 (Fees and Work Report Procedures), 6 (Non-Solicit), and 7 (Option to Hire Freelancer) as outlined in the Freelancer Sourcing Agreement available at https://arc.dev/w/agreement-fsa, are hereby fully incorporated into the Terms, and you agree to be bound by these clauses. Clients understand and agree that they are responsible for directly communicating with Freelancers and supervising and controlling the Freelance Jobs performed by Talent.
Non-Disclosure of Hourly Rate. Under no circumstances, by any means, before, during, or after the performance of any Freelance Jobs, shall the Client discuss, disclose, or otherwise communicate the compensation for any Freelance Jobs, directly or indirectly, with any Freelancer or candidate of Arc, except through Arc.
If your activities on the Platform are deemed to be involved in Arc Permanent Placement Services, at Arc’s sole discretion, Clients agree to be bound by the clauses outlined below. In the event of a conflict between these terms and the respective agreement between Arc and you, including but not limited to the Service Agreement, which you confirmed and checked during your product onboarding process, or any custom contract, the respective agreement shall supersede and control.
4.2.1 Service Fee
Our service fees are on a contingency basis and are payable only if a candidate enters into a service relationship with you or your affiliate within one year after our most recent communication relating to the candidate, irrespective of the effectiveness of this Agreement at that time. Our service fee is equal to Twenty percent (20%) of the candidate’s first year’s full-time annual compensation (“Placement Fee”), which is calculated as remuneration for a minimum of 40 hours per week. Should the candidate’s engagement with the Client not be on a full-time basis, the Placement Fee shall increase proportionately to reflect a full-time basis. If Arc is unable to obtain a copy of the offer letter or employment contract duly executed by both the Client and the candidate to determine the amount of the Placement Fee, Arc, at its sole discretion, may set the Placement Fee at a fixed amount of Thirty Thousand United States Dollars (USD 30,000). Client shall pay non-refundable Placement Fee within ten 10 calendar days after the candidate’s start date or within thirty (30) calendar days from the issuance of the invoice, whichever occurs earlier. If the Client fails to make payment on or before the due date specified in the invoice, a late payment fee of 1.5% per month on the outstanding balance will be incurred. In addition, the Placement Fee shall also be paid by Client if Client attends an Arc Sponsored Event and hires a candidate who was in attendance at said event, within 12 months post-event.
4.2.2 Taxes
All payments to Arc shall be the full Placement Fee as agreed upon, excluding any mandatory local withholding taxes, other taxes, fees, or bank charges. Should the Client be required to remit any taxes directly to a local authority before settling payment with Arc, the Client shall immediately notify Arc to include the additional tax or fee amount on its invoice, by sending such notification to accounting@arc.dev. For the avoidance of doubt, the Client is not obligated to pay any US taxes and fees, which shall be borne by Arc. Upon Arc's request, the Client shall promptly provide evidence of such mandatory deductions, including local tax clearances and bank/customs receipts.
4.2.3 Non-Solicit
The Client agrees to refrain from directly or indirectly soliciting, recruiting, or attempting to solicit or recruit any individual candidate discovered on the Platform, or circumventing Arc's services through direct communication and efforts to hire the candidate after their initial discovery via Arc or the Platform. If the Client violates this section of the Agreement, the Client agrees to pay Arc the Service Fee as described herein in the Agreement.
As Talent, you acknowledge and agree to the following clauses:
Talent is required to promptly notify Arc if you accept paid employment or engagement as a paid contractor for any length of services given by the Client to Talent (“Offer”). For the avoidance of doubt, Arc does not distinguish between offers for employment and offers for engagement as a paid contractor. Talent also agrees to provide Arc with Talent’s start date (“Start Date”), job title, compensation terms, and other key terms of such Offer as requested by Arc. Talent shall promptly notify Arc in the event that: (a) the Client terminates your employment or engagement within ninety (90) days after the Start Date, (b) you voluntarily terminate your employment or engagement within ninety (90) days after the Start Date, or (c) prior to the Start Date, either Talent or the Client elects not to begin the employment or engagement contemplated by the Offer.
Except as permitted by Arc, during the term of this Agreement and for a period of twelve (12) months thereafter, or twelve (12) months following the termination of the Talent’s last contractual engagement with Arc, whichever is later, the Talent shall not, directly or indirectly, through itself or any Affiliate, solicit or engage in providing services to any Client of Arc, except through Arc and in accordance with this Agreement. Talent also agrees that it will not recruit or refer other Talent to any Client or any third parties except through Arc, nor will it induce any other Talent of Arc to recruit or refer other Talent to any Client or third parties, or cooperate with any efforts of other Talent to do the same. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
As a Talent seeking a Freelance Job (i.e., a Freelancer), you further acknowledge and agree to be bound by these clauses:
5.3.1 Freelancer Engagement
As a Freelancer, you agree to undertake and complete one or more Freelance Jobs on behalf of Arc and the Client as set forth in the form of a “Statement of Work” to be entered into between you and Arc when you take on a Freelance Job. Each Statement of Work will describe the Freelance Jobs to be provided by you, as well as the start date for the Freelance Job, the fees for the Freelance Job, the applicable Trial Period, and other relevant information. Notwithstanding any other provision of this Agreement or a Statement of Work, unless agreed in writing by Arc, all activity relating to the Freelance Job will only be performed by the Freelancer.
5.3.2 Non-Disclosure of Hourly Rate
Under no circumstances, by any means, before, during, or after the performance of any Freelance Jobs, shall the Freelancer discuss, disclose, or otherwise communicate their desired or hired compensation for any Freelance Jobs, directly or indirectly, with any Client of Arc, except through Arc.
5.3.3 Freelancer Payments
Freelancers are paid on a "time" basis, meaning they are compensated for the time spent working on Freelance Jobs and approved expenses, if applicable.
5.3.4 Representations and Warranties; Disclaimer
Freelancer represents, warrants and agrees that: (a) the Freelance Job will be performed in a professional manner, and none of the Freelance Jobs, nor any part of this Agreement or any other agreements or Statements of Work to be executed in the future, will be inconsistent with any obligation the Freelancer may have to others; (b) it will not, whether on its own or through others, violate any agreement with or rights of any third party or, except as authorized in writing by Arc, use or disclose at any time Confidential Information (as defined below) or intellectual property in connection with the Freelance Jobs or otherwise for or on behalf of Arc or any Client; (c) all work under the respective Statement of Work shall be Freelancer’s original work and none of the Freelance Jobs or inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Freelancer);in addition, Freelancer represents, warrants and agrees that if Freelancer’s work requires a license, Freelancer has obtained such license and such license is in full force and effect; (d) it has the full right to provide Arc with the assignments and rights for the Freelance Jobs (and has written, enforceable agreements with all persons necessary to grant these rights and to otherwise fully perform this obligation); (f) it shall comply with all applicable laws and Arc’s and each Client’s applicable rules and policies (including any terms of service, code of conduct, and by-laws) in the course of performing the Freelance Jobs; and (g) the Freelancer acknowledges and agrees that the Client listed in the respective Statement of Work is intended to be a third-party beneficiary in the Freelance Job engagement; as a third-party beneficiary, the Client shall have the right to enforce the terms in the respective freelance Service Contract (as defined in the Termination section below) as if they were a party to it; this includes, but is not limited to, the rights and protections granted to Arc under the applicable agreement.
In the event of a conflict between these terms and the respective agreement between Arc and you or any custom contract, the respective agreement shall supersede and control.
Under the Freelance Services, all deliverables, if any, and portions thereof, and all intermediate and partial versions thereof (the “Work Product”) created by Freelancer for a Client shall be works-made-for-hire owned by such Client upon full payment of all amounts due therefor. In the event the Work Product or any portion thereof is found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, Freelancer hereby expressly assigns to Client all exclusive right, title and interest in and to the Work Product without further consideration, and free from any claim or rights of retention on the part of Freelancer. Freelancer agrees to execute all documents that may, in Client’s reasonable discretion, be required to perfect such assignment.
(a) Clause and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular may include the plural and in the plural shall include the singular; (c) a reference to any Party shall include that Party’s authorized representatives, successors and permitted assigns; (d) a reference to a statute or statutory provision is a reference to it as it is in force as at the date of the last revision of this Agreement; and (e) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
To be eligible to use the Platform, you represent, warrant, and covenant that you: (a) are eighteen (18) years of age or older; (b) have full power and authority to enter into the Terms of Service and to be bound by them; (c) will not violate any other agreement to which you are a party by agreeing to the Terms of Service; (d) are not restricted from using the Platform in any way or for any reason; (e) are not using the Platform for reasons that are in competition with or adverse to Arc; (f) will not create multiple accounts to abuse the Platform’s promotional or referral credits/program, or attempt fraud; such actions will result in the confiscation of all unpaid payouts and the revocation of your status as a Freelancer; you will maintain only one account at any given time, unless there are reasonable purposes for having more, such as being a hiring manager for multiple companies; (g) are not a citizen or resident of, or located in, a geographic area that is subject to U.S. sanctions or embargoes; and/or (h) are not an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce 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.
Client and Talent are responsible for any contracts or agreements they may form with each other directly. Arc does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Talent, or services performed by or payments made to the Client pursuant to a Talent engagement. Talent and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Arc as a result of this Agreement or any use of Arc Services, and that Arc is not a joint employer for purposes of this Agreement.
Client and Talent assume all liability for proper classification of Talent as independent contractors or employees based on applicable legal guidelines. Talent and Client acknowledge that Arc does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Client and Talent will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement.
In addition to the indemnification obligations set forth herein, Client and Talent agree to indemnify, hold harmless and defend Arc from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Talent’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Talent, or from damage or destruction of any work or properties, attributable to or resulting from Talent engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Talent was misclassified, any claim that Arc was an employer or joint employer of Talent, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits required by law.
Refer to the Arc Privacy Policy at https://arc.dev/privacy for information on how Arc collects, uses and discloses information about you. By using the Services you may have an opportunity to see content created by other Users. You agree not to copy, distribute or disclose that content or permit any other person to do so. As Talent, you agree to keep all communications received from Clients (other than offers of employment and their terms) confidential and not to disclose any hiring opportunities identified through the Platform or Services without the Client’s permission. As a Client, you agree to keep Talent identities and information confidential. You agree not to disclose any information related to Talent within your organization, except as necessary to make hiring related decisions about that Talent. As Users, you agree to take appropriate precautions to protect content you obtain from the Platform against misuse or disclosure.
Subject to the terms and conditions in the Terms of Service, Arc grants you a personal, nonexclusive, nontransferable, revocable license to access and use the Platform solely for your personal, noncommercial use purposes, unless explicitly agreed otherwise in a written agreement. Rights not expressly granted in the Terms of Service are reserved by Arc. Users will retain all rights to the content they upload or create on or through the Services. For the purpose of the Services, you hereby grant to Arc and its owners, affiliates, representatives, licensees, licensors, and assigns a non-exclusive, fully paid, royalty-free, worldwide, universal, transferable license to display, modify, publicly perform, distribute, store, broadcast, transmit, and reproduce your content, logos, service marks, trademarks, and trade names in conjunction with the Services, including in developing, enhancing, and supporting the Services. You waive and agree never to assert any and all moral rights in and to all of the materials licensed under this Section. We reserve the right to display advertisements in connection with such content. Talent hereby grants Arc a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, distribute, perform and display any messages, information, data, text, images, or other materials submitted to or transmitted through the Platform (in whole or part) (collectively, “Talent Content”) worldwide, or to incorporate it in other works in any form, media, or technology now known or later developed (for the full term of any rights that may exist to such Talent Content), without restriction or compensation, and to grant and authorize sublicense thereof. In addition, you warrant that you have waived all so-called "moral rights'' in the Talent Content. Arc and its designees shall have the right, but not the obligation, in their sole discretion to edit, refuse to post, or remove any Talent Content posted on the Platform that violates the Terms of Service or is otherwise objectionable in Arc sole and exclusive discretion. By submitting Talent Content to or through the Platform, you represent and warrant that: (a) you own the Talent Content; (b) you are entitled to submit the Talent Content; and, (c) the Talent Content is accurate, truthful, not confidential, and not in violation of any contractual restrictions or other third party rights.
You represent, warrant and covenant that at all times you will: (a) be solely responsible for your interactions with other users online and offline; (b) not disclose confidential information or ideas on the Platform that you do not want used or shared by others; (c) comply with all applicable laws, rules, and regulations, including privacy, intellectual property, export control, tax laws, and regulatory requirements; (d) provide accurate profile information and update it as necessary; (e) use the Platform in an honest, respectful, and professional manner; (f) use the Platform solely for its intended and permitted purposes; (g) maintain the security and confidentiality of your account information, including your username and password; (h) be responsible for all activity that occurs under your account, whether by you or others; (i) notify us immediately of any unauthorized use of your profile, security concerns, or other breaches of security; (j) Be liable for all charges, damages, and losses incurred by you and/or Arc as a result of activity under your account; and (k) ensure that you log out of your account at the end of each session.
In connection with your use of the Platform, you represent, warrant and covenant that at all times you will not: (a) Act dishonestly or unprofessionally, post inappropriate, inaccurate, or objectionable content, or provide assistance to users engaged in fraudulent activity or whose accounts are flagged. Freelancers doing so may result in not receiving payouts for work provided to Clients; (b) be untruthful about a Work Product being incomplete to receive a refund as a Client (c) recruit Talent to join Arc platform or competitive platforms without discussing partnerships with us; (d) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information from the Platform; (e) reverse engineer, decompile, disassemble, decipher, or attempt to derive the source code of the Platform; (f) include confidential information or reveal your identity or sensitive personal information; (g) create a user profile for anyone other than yourself or use another’s account without authorization, and Users are required to use real names and clear photos on profiles; (h) use the Platform’s information to provide competitive services or outsource freelance jobs to third parties; (i) imply or state affiliation with or endorsement by Arc or the Client without consent, except as an Arc-approved freelancer by adding “Arc Certified Remote Developer,” “Arc Certified Remote Marketer,” or “Arc Certified Remote Designer” in Certifications on your LinkedIn and list Arc.dev as the Issuing Organization; (j) adapt, modify, or create derivative works based on the Platform or users’ content, or share, rent, lease, loan, trade, sell/resell access to the Platform; (k) deep-link, use software, devices, scripts, robots, or other means to access, scrape, crawl, or spider the Platform, or repeatedly access it for monitoring purposes; (l) engage in framing, mirroring, or simulating the Platform’s appearance or functionality, or access it by any means other than through provided interfaces; (m) override any security component of the Platform, interfere with its proper working, or place an unreasonable load on our infrastructure, including sending unsolicited communications, attempting unauthorized access, or transmitting viruses; (n) remove copyright, trademark, or other proprietary notices, cover advertisements, or harass, abuse, or harm others; (o) collect, use, or transfer personally identifiable information except as permitted, share non-users’ information without consent, or interfere with or disrupt the Platform and its networks; (p) participate in pyramid schemes or similar practices, solicit Clients for off-platform payments, or pay/coerce freelancers for off-platform payments; Arc can only guarantee authorized payments made via the Arc platform, and Clients are fully responsible for any potential losses from off-platform payments; Arc will not assist in mediating or compensating for such losses; (q) infringe on or use our brand, logos, or trademarks, or upload, post, email, transmit, or make available any content that falsely states or misrepresents your identity, is unlawful, abusive, or contains inappropriate information not intended for its field; (r) disclose or make available information you do not have the right to under any law or contractual relationships, or infringe upon patents, trademarks, trade secrets, copyrights, or other proprietary rights; (s) include unsolicited advertising, promotional materials, spam, chain letters, or any other form of solicitation, and send messages to unknown individuals or groups without permission; or (t) contain software viruses, worms, or other harmful code, or forge headers to disguise the origin of communications on the Platform.
Arc may suspend or remove you from the Platform at any time for any or no reason at all, and suspension or removal will be effective immediately upon delivery of such notice. If Arc suspends or removes you from the Platform, you may not be entitled to rejoin. In addition to suspension or removal, Arc reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive relief. Even after your suspension or removal, the Terms of Service will remain enforceable against you.
The terms of this Agreement will begin on the date of your use of the Arc website and will remain in full force and effect until terminated by either Party upon giving the other Party no less than 10 business days' prior written notice (or by suspending or canceling your account), provided that any such termination shall not affect the validity of any contracts relating to Arc Freelance Services or Arc Permanent Placement Services that have been executed between you (either as a Freelancer or a Client) and Arc ("Service Contracts"), including not limited to the Statement of Work, prior to termination. This Agreement shall continue to apply with respect to such Service Contracts.
Any provision of this Agreement that expressly or by its nature contemplates performance or observance subsequent to termination of this Agreement shall survive termination of this Agreement and continue in full force and effect.
Neither Party shall be liable for any acts or omissions resulting from any circumstance or cause beyond a Party’s reasonable control and not caused by such Party, its employee, subcontractor, freelancer, agent or representative, including, without limitation, strikes, lockouts, riots, insurrections, civil disturbances, sabotage, embargoes, blockades, acts of war, acts or failures to act of any governmental or regulatory body (whether civil or military, domestic or foreign), governmental regulations superimposed after the fact, communication line failures, power failures, fires, explosions, floods, accidents, epidemics, earthquakes or other natural or man-made disasters, and all occurrences similar to the foregoing. (“Force Majeure Event”). The Party affected by an Force Majeure Event, upon giving prompt notice to the other Party, shall be excused from performance hereunder on a day-to-day basis to the extent of such prevention, restriction or interference (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis to the extent that such obligations relate to the performance so prevented, restricted, or interfered with); provided that the Party so affected shall use all commercially reasonable efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof and both Parties shall resume performance hereunder forthwith upon removal of such cause.
The Platform may link to websites and/or applications operated by third parties (“Third-Party Website”). Arc does not control Third-Party Websites and is not responsible for them, their availability, their information and/or content or any viruses that may be accessed through them. The inclusion of hyperlinks or other connections to Third-Party Websites does not imply any endorsement of them or any association with their owners or operators. You are solely responsible for reviewing and evaluating whether you want to access or use such Third-Party Websites, including any applicable terms and/or privacy practices.
All of the design, text, and graphics of the Platform, as well as the selection and arrangement thereof, are proprietary and copyrighted works of Arc, with all rights reserved. The Platform images and text, and all page headers, graphics, HTML based computer programs used to generate pages on the Platform, and icons are our trademarks, service marks and/or trade dress, and may not be used without our prior written permission. All uses thereof inure to our benefit. All other trademarks, product names and company names or logos included on the Platform are the property of their respective owners.
Any information and/or content not generally known by or disclosed to the public including, without limitation, information and/or content: (A) disclosed by Clients to Arc and/or Talent; (B) created by Talent for Clients; and, (C) any information and/or content disclosed pursuant to a mutually executed confidentiality and/or nondisclosure agreement (collectively, “Confidential Information”) shall be maintained in strict confidence by the recipient of such Confidential Information (“Recipient”) including, without limitation, Arc, Talent and Clients. Recipients shall not use or disclose any Confidential Information and access to and use of any Confidential Information shall be restricted by Recipient to those persons with known discretion and with a need to use the information, provided that such persons have executed a confidentiality and/or nondisclosure agreement. Notwithstanding anything herein to the contrary, Confidential Information shall not include information and/or content that is: (a) already known to or otherwise in the possession of a person at the time of receipt from the other party and that was not known or received as the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public domain prior to disclosure by a party; (c) rightfully obtained by a party from any third party having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party; (d) developed by a party independent of any disclosure hereunder, as evidenced by written records; or (e) disclosed pursuant to the order of a court or administrative body of competent jurisdiction or a government agency, provided that the party receiving such order shall notify the other prior to such disclosure and shall cooperate with the other party in the event such party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.
The User hereby agrees to the use of: (a) electronic means to complete this Agreement and deliver any notices under this Agreement; and (b) electronic records to store information related to this Agreement or the User’s use of Platform. All notices or other communications hereunder shall be given in writing, in English and delivered to the Parties as follows: (a) by Arc via email (to the email address provided by you) or a posting on the Platform; and (b) by the Users via email to support@arc.dev or to such other addresses as Arc may specify in writing.
If you believe, in good faith, that any materials on the Platform infringe upon your copyrights, please send the following information to Arc at support@arc.dev: (a) a description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located; (b) include enough information to allow us to locate the material, and explain why you think an infringement has taken place; (c) your name, address, telephone number, and e-mail address; (d) 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; (e) a statement by you, made 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; and (f) an electronic signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Any dispute, demand, claim, controversy, cause of action, lawsuit or proceeding (Collectively, “Dispute”) arising out of or in any way related to the Platform and/or the Terms of Service shall be governed by, interpreted, and construed in accordance with the laws of the laws of state of California, without giving effect to any conflicts of laws principles.
The terms require the use of arbitration on an individual basis to resolve disputes. By agreeing to the Term, you waive your right to a jury trial or class action. In addition, the terms limit the bases for liability and remedies available to you in the event of a dispute.
7.18.1 Informal Negotiations
To expedite resolution and control the cost of any Dispute related to the Platform and/or the Terms, you and Arc agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to legal@arc.dev and support@arc.dev. Arc will send its notice by email to the email address provided by you in connection with your use of the Services. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach termination or invalidity thereof, shall be finally resolved by arbitration in San Francisco, California, administered by the American Arbitration Association in accordance with the AAA’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
7.18.2 Arbitration
If you and Arc are unable to resolve a Dispute through informal negotiations, either you or Arc may elect to have the Dispute finally and exclusively resolved by confidential binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. You understand that absent this provision, you would have the right to sue in court and have a jury trial. The arbitration shall be commenced and finally resolved by arbitration in San Francisco, California, administered by the American Arbitration Association in accordance with the AAA’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted, at the option of the Arc, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Release, Indemnity, Limitation of Liability, Disclaimer of Warranties of the Terms, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
7.18.3 Restrictions/No Class Actions
You and Arc agree that any arbitration shall be limited to the Dispute between Arc and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other User; (2) no Dispute between you and Arc is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a representative capacity on behalf of the general public, other Users of the Site or Services or any other persons. You agree to waive any right to resolve any dispute involving Arc as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy. To the extent you are permitted by law or court of law to proceed with a class or representative action, you agree that: (i) the prevailing party shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action; and (ii) you will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
Arc shall use reasonable efforts, consistent with prevailing industry standards, to maintain the Services in a manner that minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, either performed by Arc or third-party providers, or because of other causes beyond Arc's reasonable control. However, Arc does not guarantee that the services will be uninterrupted or free from errors, nor does it warrant the outcomes that may be achieved from the use of the services. For avoidance of doubt, the platform is provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including, without limitation, warranties of title, custom, usage, merchantability, noninfringement or fitness for a particular purpose. You hereby expressly agree that use of the platform is at your sole and exclusive risk. Further, Arc does not represent or warrant that the platform is free from viruses, trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network.
To the extent permitted by law, Arc hereby expressly disclaims, and you hereby expressly release Arc from, any and all disputes for damages, injuries, losses and liabilities associated with the following: (a) Arc’s own negligence; (b) that use of the platform will be uninterrupted or error-free; (c) that any services will be reliable, accurate, safe, timely or complete; (d) the inaccuracy, untimeliness or incompleteness of any information and/or content including, without limitation, any reliance upon such information and/or content; (e) any misstatements or misrepresentations made by any user; (f) third-party websites including, without limitation, related to availability, terms of services, privacy policy, information, content, materials, advertising, charges, payment, products and/or services; (g) the conduct of any user online or offline including, without limitation, harassment, abuse, defamation, injury, and damage to or destruction of property; (g) the conduct of third parties including, without limitation, hackers or others who engage in the unauthorized access, use or misappropriation of any information and/or content; and (h) any information and/or content that may be misappropriated, intercepted, deleted, destroyed or used by others.
To the extent permitted by law, under no circumstances will Arc be liable to any user or any third party for direct, indirect, incidental, consequential, special, punitive or exemplary damages arising from, in connection with or in any way related to the services or the platform, even if advised of the possibility of the same. Notwithstanding anything in the terms of services to the contrary, if it is determined that Arc is liable to you, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed one hundred dollars ($100). The client agrees and acknowledges that although Arc may facilitate the formation of the service contracts between the client and the freelancer(s), Arc shall not have the powers to conclude any agreements or make any covenants to the client on behalf of the freelancer. The client hereby disclaims any right it may have to bring a claim against Arc in relation to any loss or damage that results from any dealings between the client and any freelancer. The parties agree and acknowledge that the freelancer is not a subcontractor or employee of Arc. Arc accepts no liability for the quality of the services provided by the freelancer(s) and/or any breach of contract or law (including intellectual property infringement) by, or on behalf of, the freelancer(s).
You agree to defend, indemnify and hold Arc harmless from and against any and all Disputes, including without limitation for damages, injuries, losses, liabilities and reasonable legal and accounting fees (collectively, “Indemnified Claims”), resulting from, or alleged to result from: (A) Your breach of the Terms of Service; (B) Any information and/or content you submit to or transmit through the Platform, (C) Your or misuse of the Platform including, without limitation, your unauthorized or unlawful use of the Platform; (D) Your violation of any applicable law, rule or regulation pertaining to your use of the Platform; (E) The use of the Platform by any other person using your account. We will use reasonable efforts to provide you with prompt notice of any such Indemnified Claims, and may assist you, at our option, in defending any such Indemnified Claims.
A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be removed. Any modification to or removal of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
This Agreement and the Service Contracts (if any) constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Users may not assign any rights or obligations under this Agreement without Arc’s prior written approval. Arc may, at its sole discretion, assign this Agreement to any present or future affiliate without the User’s consent. This Agreement will be binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the Parties.
We reserve the right, at our sole discretion, to modify or replace these Terms of Service by posting the updated terms on the Platform. The continued use of the Platform after any such changes constitutes the Users’ acceptance of the new Terms of Service. Please review this Agreement periodically for changes. If a User does not agree to any part of this Agreement or any changes to this Agreement, they should not use or continue to access the Platform or Services.
If there are any questions about these Terms, please contact us at support@arc.dev