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Version 1.0.6
Last Revised: July 17, 2024
This Agreement applies to any State of Work executed on or after 17th of July of 2024. For preexisting clients, please refer to the applicable prior versions of this Agreement:
To access v1.0.3 of this Agreement, applicable before April 19, 2023, click here.
To access v1.0.4 of this Agreement, applicable between April 19, 2023 and May 8, 2024, click here.
To access v1.0.5 of this Agreement, applicable between May 9, 2024 and July 16, 2024, click here.
This FREELANCER SOURCING AGREEMENT (the “Agreement”) is entered into by the Client (“Client”), identified in the applicable Statement of Work (as defined below), and Peeridea, Inc., a corporation incorporated in Delaware with its principal place of business at 2261 Market St, Suite 10835, San Francisco, CA 94114, USA (“Arc”), and is effective as of the date on which the first Statement of Work is entered into by the Parties (the "Effective Date"). For purposes of this Freelancer Sourcing Agreement, Arc and the Client shall also be jointly referred to as the “Parties” and individually as a “Party”.
1. Engagement
Client may issue one or more statements of work to Arc (the “Statement of Work”). Arc will use commercially reasonable efforts to make one or more Freelancers (the “Freelancer”) available to perform the services described in the Statement of Work (the “Services”), which may include but are not limited to software engineering, marketing strategies, and design solutions. Each Statement of Work will describe the Services to be provided by a Freelancer, as well as the start date for the Services, the fees for the Services, the applicable Trial Period, and other relevant information. For the purposes of this Agreement, “Arc’s Services” refers to the marketplace/platform provided by Arc (“Arc’s Platform” or “Platform”) that enables Clients to identify, engage, and procure freelancers to perform the Services.
2. Performance of Services
(a) Each Freelancer will report directly to Client, or an employee or contractor of and designated by Client (the “Client Contact”) and will perform the Services in accordance with the Client Contact’s reasonable and lawful instructions. Each Client Contact will be responsible for setting, reviewing, and monitoring schedules, Work Product, and the other aspects of each project under a Statement of Work and for coordinating the same with the relevant Freelancer. “Work Product” means the intangible (including electronic) and tangible results of the Services specified in a Statement of Work, as well as any other intangible (including electronic) and tangible results of Services created by a Freelancer and provided to Client under this Agreement.
(b) Client acknowledges and agrees that performance of the Services is dependent in part on Client’s actions. Accordingly, Client agrees to use commercially reasonable efforts to provide Arc and Freelancer with reasonable information, cooperation and assistance in connection with Freelancer’s performance of the Services.
(c) Client acknowledges and agrees that Arc does not, and shall not be deemed to, direct or control any Freelancer generally or in their performance of the Services specifically, including their acts or omissions. Except as expressly set forth in Section 9 Ownership Rights, Client acknowledges and agrees that Arc does not warrant or guarantee the quality of the Services nor the Work Product created by any Freelancer, or that a Freelancer will meet any deadlines set by Client. Client will be solely responsible for determining whether any particular Freelancer meets Client’s needs and will be the sole judge of the performance and capability of each Freelancer engaged in providing the Services. Client may, at any time, request that Arc replace any Freelancer who does not meet Client’s performance and capability requirements.
(d) With respect to any Statement of Work under this Agreement, Client and Freelancer may enter into any separate written agreements they deem appropriate, including but not limited to confidentiality, invention and assignment of rights agreements and privacy and security policy acknowledgements, provided that such written agreements do not obligate Arc beyond the obligations contained in this Agreement.
3. Trial Period
The initial period of each engagement (as set forth in each Statement of Work) of the Services performed by any Freelancer will be treated as a trial period (the “Trial Period”). If Client is not satisfied with a particular Freelancer at the end of such Trial Period, Client may provide a written description of the reasons for Client’s dissatisfaction to Arc within seventy-two (72) hours after the end of such Trial Period. In such event, Arc will not bill Client for such Trial Period and will make an alternate Freelancer available to Client for an additional Trial Period. If Client is not satisfied with such alternate Freelancer for such additional Trial Period, the process will continue as described in this Section 3 for a total of up to three (3) Freelancers, at which time Arc or Client may terminate this Agreement or the applicable Statement of Work by written notice to the other, and such termination will be Client’s sole and exclusive remedy. If Client does not provide Arc with notice of its dissatisfaction in the above time period, the relevant Freelancer will be deemed acceptable and Arc’s normal invoicing will commence, including billing for Services performed during the Trial Period. In the event that Client requests a Freelancer be replaced, or if such Freelancer becomes unavailable during or after a Trial Period, Arc will, as its sole obligation and Client’s exclusive remedy for the same, use commercially reasonable efforts to promptly replace such Freelancer, and the Trial Period shall apply to the initial performance of the Services by the new Freelancer. Notwithstanding anything in this Agreement to the contrary, the Trial Period will only apply to each Freelancer’s initial performance of Services under a Statement of Work.
4. Changes to Statements of Work
The first Statement of Work will serve as the basis for the engagement between the Client and Arc. Acceptance and agreement to any Statement of Work by the Client will automatically constitute acceptance of the terms and conditions outlined in this Agreement, without the necessity for a separate signature on the Agreement itself. Subsequent Statements of Work and changes to existing Statements of Work may take the form of either (1) an additional or replacement written Statement of Work, with each such written Statement of Work deemed an additional Statement of Work unless the newer Statement of Work expressly states that it is a replacement, or (2) an electronic update to Client’s online Arc account (located on the access-restricted, Client-portion of www.arc.dev) that Client is permitted to access with Client’s Arc account name and password. Arc will not add to or change Client’s Statements of Work without Client’s written consent. In the event that a new or changed Statement of Work is memorialized in Client’s online Arc account, Arc will provide Client with written notice of any such change and Client will have three (3) business days’ notice to correct any errors in such changes. Client will be deemed to accept any such changes if Client allows the beginning or continuation of any Services that are subject to a new rate or if Client does not provide Statement of Work with a correction for such change within such notice period. All Statements of Work are hereby incorporated by reference into this Agreement.
5. Fees and Work Report Procedures
(a) For each period specified in the schedule set forth in a Statement of Work, Arc will provide Client with a report prepared by Freelancer that shall set forth the time spent by the Freelancer on the Services during such period (the “Work Report”).
(b) Client must review the Work Report, approve or disapprove and pay (if approved) the Work Report within seven (7) days of the date of a Work Report, unless prior written notice of unavailability is given to Arc (including the end date and time of such unavailability) and in such event Client must approve or disapprove the Work Report within three (3) days of the end of such unavailability.
(c) Client understands and agrees that Client will be solely responsible for ensuring the quality of the Work Product and the accuracy of the Work Report. In the event Client approves the Work Report, or fails to disapprove the Work Report within seven (7) days of the date of a Work Report, Client shall be obligated to pay Arc the fees for all time spent as set forth on the Work Report. Client hereby authorizes Arc to charge Client’s credit card, debit card or other payment instrument (for any payments owed) that has been selected as a primary payment method on the due date of a Work Report. In the event Client’s primary payment method cannot be charged, Client hereby authorizes Arc to charge any other payment instrument on file. Charges made by Client are final and nonrefundable. Client will be deemed to have accepted the accuracy of the Work Report and quality of the Work Product if Client fails to disapprove the Work Report within seven (7) days of the date of a Work Report. The Services will continue as set forth in a Statement of Work.
(d) Should none of Client’s payment methods can be charged and no invoice, other than those generated automatically via the Platform, has been previously issued by Arc, Arc shall issue a new invoice to Client (pursuant to Section 13(d)) of this Agreement. Client hereby agrees to settle any such invoice within three (3) days of its receipt.
(e) Client hereby agrees that failure to settle any invoice either (a) within three (3) days after receipt of any invoice or (b) on or before the due date specified on the invoice, whichever date is later, will result in an interest charge of 10 % per annum (or the highest amount as permitted by law) on the outstanding amount.
(f) In the event Client disapproves a Work Report or disputes the quality of the Work Product, Client agrees that the Freelancer shall suspend performance of all Services for Client, and all ongoing Services for Client will be placed on hold. Client and Arc agree to use commercially reasonable efforts to amicably resolve any dissatisfaction within ten (10) days of such disapproval. Client will not be charged until a resolution is reached. In the event Client and Arc are unable to reach a resolution in such period, either Client or Arc may terminate this Agreement by notice to the other. Under such circumstances, the Client shall be exempt from payment for any Work Report in dispute, on the conditions that: (i) the Client has disapproved a Work Report or the Work Product in accordance with this Agreement, and in a manner that is both reasonable and in good faith, and is actively engaged in efforts to settle the dispute; and (ii) the Client provides unequivocal and direct evidence demonstrating that the quality of the Work Product and Work Report delivered does not align with the specifications outlined in the Statement of Work. Should the aforementioned conditions not be met, the Client remains obligated to pay Arc for all Services rendered (whether disputed or not) in compliance with this Agreement prior to its termination.
(g) Client agrees to a default payment method of credit card or ACH, unless prior written agreement with the Arc Team. If none of Client’s payment methods can be charged and Client’s account is past due, Arc may retain collection agencies. Arc or the collection agencies Arc retain, may also report information about Client’s account to credit bureaus and as a result, late payments, missed payments or other defaults on Client’s account may be reflected in Client’s credit report. Client hereby agrees to pay or reimburse Arc’s costs of collection (including, without limitation, any collection agencies’ fees and arbitration costs).
(h) Client agrees that the Rate shown in the Statement of Work is exclusive of any bank and wire charges and any taxes including, but not limited to, any sales, value added or goods and services tax or other governmental charges imposed or payable in connection with the Services under this Statement of Work. All such taxes or charges shall be payable by the Client in addition to such Rate.
6. Non-Solicit
Except as permitted under Section 7 Option to Hire Freelancer, during the term of this Agreement and for twelve (12) months thereafter, Client will not, whether through itself or an Affiliate, directly or indirectly, solicit to hire or otherwise engage any Freelancer of Arc, except through Arc in accordance with this Agreement. Client also agrees that it will not recruit or refer such Freelancers to Client or any third parties except through Arc, nor will it induce any Freelancer to recruit or refer other Freelancers to third parties, or cooperate with any efforts of Freelancer 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.
7. Option to Hire Freelancer
(a) Nothing in this Section 7 is intended to constrain the employment of any Freelancer. Subject to Client’s prior written notice to Arc, the right to a reasonable wind-down period described below and full payment of the Client’s fees described in Section 5 Fees and Work Report Procedures and the buy-out fee described below, Client may, at any time during or after the term of this Agreement, opt to directly engage or employ any Freelancer. Such wind-down period is typically thirty (30) days, but may be reasonably adjusted by Arc based on the Freelancer’s then-existing commitments to Arc related to Arc’s business, including without limitation, commitments to other Clients.
(b) With respect to each Client-Hired Freelancer (as defined below), Client will, within thirty (30) days of hiring or engaging such Freelancer, pay Arc a buy-out fee of 20,000 United States dollars ($20,000.00) or 20% of the Freelancer’s total guaranteed compensation during the first year of hiring or engagement, whichever is greater. Arc’s expenses incurred in replacing a Client-Hired Freelancer hired hereunder cannot be ascertained with certainty, so the parties agree that the buy-out fee is a reasonable estimate of Arc’s expenses to find, recruit, screen, train and replace such Client-Hired Freelancer and otherwise operate its business with respect to such replacement Freelancer. “Client-Hired Freelancer” means a Freelancer who meets both of the following two criteria: (1) the Freelancer is introduced to Client by Arc and/or the Freelancer provides or agrees under a Statement of Work to provide the Services to Client under or in connection with this Agreement and (2) the Freelancer is hired as an employee of or otherwise engaged by Client (a) during the term of such Freelancer’s Services for Client under or in connection with this Agreement or (b) during the twelve (12) month period immediately following such Freelancer’s Services.
8. Termination
(a) This Agreement will commence on the date of the first Statement of Work, and continue in effect until terminated under this Section 8.
(b) Either party may terminate this Agreement in its entirety or with respect to a specific Statement of Work hereunder at any time, with or without cause, with no less than three (3) business days’ written notice to the other party. Except where the Client terminates this Agreement in accordance with Section 5(f), the Client agrees to pay Arc all fees that are due or have accrued under this Agreement up to the point of termination.
(c) Sections 5, 6, 7 ,9, 10(b), 10(c), 11, 12, and 13 shall survive any termination or expiration of this Agreement.
9. Ownership Rights
The ownership or assignment rights provided to Client in this Section 9 are expressly conditioned on Client paying all fees due and owing to Arc. All right, title and interest, in and to all deliverables provided to Client by Freelancer in performance of the Services hereunder and all intellectual property rights worldwide therein (including without limitation, copyrights, patent rights, trade secret rights, moral rights and all other intellectual property or proprietary rights) will become and remain the property of Client; provided, however, that such ownership does not include any Underlying Freelancer Asset (as defined below). If any part of the deliverables or the Services provided to Client by Freelancer in performance of the Services is based on, incorporates or is an improvement or derivative of or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating intellectual property rights owned by or licensed to Arc or Freelancer (or any person involved in the Services) and not assigned hereunder (“Underlying Freelancer Asset”), Arc hereby grants Client and will ensure in its contracts with the Freelancer that they will grant to Client a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable right to exploit and exercise all such intellectual property rights in support of Client’s exercise or exploitation of the deliverables or the Services provided to Client by each Freelancer in performance of the Services hereunder or any assigned rights (including any modifications, improvements and derivatives of any of them). Arc shall (and shall cause Freelancer to) further assist Client from time to time at Client’s request and expense, to further evidence, record, perfect, maintain, enforce and defend any rights assigned or owned.
10. Representations and Warranties; Disclaimer
(a) Arc represents, warrants and agrees that (1) Arc has full power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Client herein (including under Section 9) and (2) Arc has not granted any rights to any third party which conflict with the rights Arc grants to Client herein (including under Section 9).
(b) As between Client and Arc and its Freelancers, Client is solely, exclusively, and entirely responsible for managing the development and design of its own technology, websites, products, marketing strategies, and creative content, including with respect to Freelancers' Services and Work Product. Client agrees that it will inform Freelancers about the same procedures and policies it applies to its own engineering, marketing, design, research, and development employees, as well as other contracted resources. Client is responsible for securing all rights and licenses for any software, code, creative assets, marketing materials, information, documentation, or other intellectual property acquired from third parties (excluding Freelancers) and provided to Freelancers in connection with each Statement of Work. Moreover, Client must ensure it possesses all necessary rights and licenses to allow Freelancers to use these materials as part of their service delivery. Client assumes all risks related to its technology, websites, products, and marketing and design assets.
(c) Except as expressly provided in this Section 10, Arc makes no representation or warranty of any kind, express or implied, with respect to the Services, Work Product, or other results arising from or relating to this Agreement, regardless of whether those services are performed by freelance professionals, including but not limited to marketers, designers, developers, or any other roles engaged under this Agreement. Arc hereby disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and any representations or warranties arising from the course of dealing, course of performance, or usage of trade. This disclaimer applies broadly to all work products and services provided under the agreement, encompassing all forms of creative, strategic, technical, and professional outputs.
11. Confidential Information
(a) In performance of this Agreement, Arc and Client may have access to or be exposed to, directly or indirectly, Confidential Information (as defined below) of another party.
(b) All Confidential Information shall remain the exclusive property of the disclosing party and the receiving party shall neither (a) use Confidential Information for any purpose except as reasonably necessary for performance of this Agreement nor (b) disclose Confidential Information to any third party, except to its directors, officers, employees, independent contractors, agents, professional advisors and other service providers (“Permitted Persons”) as reasonably necessary for the performance of this Agreement; provided, however, Permitted Persons are bound to obligations of confidentiality no less protective than the terms hereof. The receiving party will, at its expense, return or destroy all Confidential Information, either at the request of the disclosing party or upon the termination or expiration of this Agreement (subject to applicable law and, with respect to Arc, its internal record keeping requirements).
(c) Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (a) is or becomes part of the public domain through no act or omission on the part of the receiving party, (b) was possessed by the receiving party prior to the date of disclosure without an obligation of confidentiality, (c) is disclosed to the receiving party by a third party having no obligation of confidentiality or (d) is required to be disclosed pursuant to law, court order or government authority; provided, however, the receiving party notifies the disclosing party and provides the disclosing party with a reasonable opportunity to contest or limit such required disclosure.
(d) “Confidential Information” includes all confidential, proprietary, secret and/or non-public information, whether or not in a written or recorded form, concerning the products, services, customers or business operations, personnel, business contacts, activities, business or affairs of a party, including but not limited to, information concerning source code, object code, operational and functional features and limitations of a party’s software; a party’s research and development plans and activities; the prices, terms and conditions of a party’s contracts with its customers, advertisers or other business contacts; the identities, needs and requirements of a party’s customers; a party’s pricing policies and price lists; a party’s business plans and strategies; a party’s marketing plans and strategies; personnel information (such as employee lists, telephone numbers, addresses); business contact information (such as names and/or contact information of persons or businesses that the party has business relationships with or conducts business with); and financial information regarding a party. For the avoidance of doubt, the Confidential Information of Arc shall include, without limitation, the names, contact information, rates, skills and other criteria of each Freelancer in Arc’s network.
12. Limitations on Liability
Arc is not liable for: (a) any content posted by our Arc's users on Arc's Platform; (b) contracts or other obligations that may arise between Freelancers and Clients; (c) any damages resulting from the Client’s use of Arc's Platform or the Service in violation of this Agreement; (d) any negative or critical comments that may be posted by other Freelancers through the Arc's Platform; (e) any of the Third-Party services the Client may be provided pursuant to the Client’s use of the Services or Arc's Services; or (f) any third-party personally identifiable information the Client uploads or provides to Arc pursuant to the Arc's Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLIENT UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL ARC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ARC'S SERVICES, WHETHER OR NOT ARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR STATEMENT OF WORK, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH ANY USERS OF ARC'S SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICES OR ARC'S SERVICES; (ii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES OR ARC'S SERVICES; OR (iii) ANY OTHER MATTER RELATED TO THE SERVICES OR ARC'S SERVICES.
Arc's licensors and service providers will have no liability of any kind under this Agreement. The Client may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.
13. Miscellaneous
(a) Publicity Two weeks following the Trial Period, Arc also may refer to Client on Arc’s website or other marketing materials that displays clients of Arc and to use Client as a reference, provided that Client may decline Arc this right, by emailing support@arc.dev stating that it does not wish to be displayed on Arc’s website or marketing materials or used as a reference. Thirty (30) days following the Trial Period, Arc and Client may issue a press release or other public statement related to this Agreement if each consents in writing to the same.
(b) Relationship of the Parties
For all purposes under this Agreement, Arc and each Freelancer are independent contractors of Client and the parties are not authorized to and will not bind or attempt to bind the other. Arc will be solely responsible for fees payable to Freelancer.
(c) Successors and Assigns
Neither party may assign this Agreement without the other party’s prior written consent; provided, however, either party may, upon written notice to the other party (and without the other party’s written consent), assign this Agreement to an Affiliate. The assignee will agree in writing to be bound by all of the terms and conditions of this Agreement. Any attempted assignment in violation of the foregoing shall be null and void.
(d) Notices
Any notice required or permitted by this Agreement from the Client to Arc shall be in writing and delivered exclusively by email to support@arc.dev, with notice deemed given upon Arc's acknowledgment of receipt of the email. Any notice from Arc to the Client under this Agreement may be delivered by: (i) personal delivery when delivered personally; (ii) overnight courier upon written verification of receipt; (iii) electronic or facsimile transmission upon acknowledgment of receipt of transmission; or (iv) certified or registered mail, return receipt requested, upon written verification of receipt. All notices to the Client shall be sent to the email addresses, or physical addresses set forth on the signature pages hereto, or to such other addresses, email addresses, or fax numbers as the Client may specify in writing.
(e) Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of state of California, without giving effect to any conflicts of laws principles.
(f) Arbitration
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.
(g) Severability
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
(h) Waiver
The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the breaching party.
(i) Entire Agreement
This Agreement, together with each Statement of Work and Arc’s Terms of Service, constitute the entire agreement between the parties. The terms of this Agreement will govern all Services and/or Arc's Services; provided, however, that in the event of any conflict between the terms of this Agreement and any Statement of Work, the terms of the applicable Statement of Work will control. In the event of any conflict between the terms of this Agreement and the Arc’s Terms of Service, this Agreement shall control. This Agreement may only be changed or amended by mutual agreement of the parties in writing. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument
(j) Changes
Arc reserves the right to modify the terms of the Agreement at any time. Changes to the Agreement will be posted on Arc’s website, accompanied by the date of the latest revisions. Should a revision meaningfully reduce the Client’s rights, Arc will undertake reasonable efforts to notify the Client. The Client’s continued use of the Service following any such change will be considered as acceptance of the updated Agreement. The new versions of the Agreement will be fully applicable 30 days after Arc’s notification to the Client. Should the Client not agree to the revised Agreement, the Client shall have the option to notify Arc within 30 days of receiving Arc’s notification. Subsequently, both parties may discuss and agree to continue under the terms of the original Agreement.