TERMS OF SERVICE

Last updated: August 2, 2021

This Terms of Service (the “TOS”) is entered into between you and (“you” or “your”) and Archie Technologies, Inc. (“Archie”), and applies to Archie services, including but not limited to the Archie website at witharchie.com (the “Website”), any domains or subdomains related to the Website and Archie tech platform (altogether, the “Service”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION, BY CREATING AN ACCOUNT ON THE SERVICE OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOS.

IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TOU AND ARE AGREEING TO THE TOS FOR THAT ORGANIZATION.  WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.

  1. Description of THE SERVICE

Archie is a tech platform that allows businesses (each a “Business”) to seamlessly onboard, manage and pay freelancers (each a “Freelancer”) on flexible terms. Archie’s platform streamlines payments/tax document collection, simplifies payouts & taxes and saves time on reconciliation with a built-in embedded financing solution that allows flexible payment terms for a fee.

  1. Access To the Services
  2. Age of Access. You must be at least 18 or the age of majority in your jurisdiction (whichever is older) in order to use the Service and you represent and warrant that you have the right and authority to enter into and comply with this TOS.
  3. Accounts and Login Information. For both a Freelancer and a Business, access to the Service requires registering an account with Archie (each, an “Account”). Archie may require you to verify your identity and select a username and password (“Login Information”) as part of registering an Account. You are responsible for managing and ensuring the security, confidentiality and authorized use of your Account’s Login Information and are prohibited from sharing your Login Information or your Account. Archie strongly recommends that you keep your Login Information confidential, and you shall notify Archie promptly of unauthorized access or use of your Account. If Archie, in its sole discretion, considers your Account to be unsecure or to have been accessed or used inappropriately, then Archie may immediately cancel and terminate your access to the Account without any notice to you.
  4. Fees
    1. Invoice Payment. As a Business, if you decide to use the Service, you agree to pay all invoice payments to a Freelancer (“Project Invoices”) once such invoices are approved by you through the Service, either by your approval using any approval button feature on the Service or through other affirmative written action such as an email. Freelancers are responsible for uploading every invoice to the Service for approval by the related Business once a work project (each a “Project”) (or in some cases a part of a Project) is completed.
  5. Fees for Businesses. As the Service is still being developed, the payment features of the Service are also in development and being tested. As such, Archie may charge each Business on a user-based systems (or per ‘seat’), charging a fee for each user (or each ‘seat’) that has access the Service. In addition, Archie may charge each Business on a per transaction basis, charging a fee for each Invoice Payment made through the system (which may or may not be charge in proportion to the size of each Invoice Payment). Archie may charge a fee in connection with each Account on different terms (terms of which shall be previously disclosed prior to the introduction of any new fee terms) along with the already above-described fees (each, a “Fee”). In any case, if you are a Business, you shall provide Archie with the appropriate banking information and execute any necessary preauthorized debit forms, preauthorized bill payment forms, wire transfer, electronic funds transfer, ACH payment or electronic payment system to pay the Fee (“Authorized Payment”). Archie, or any third party acting on Archie’s behalf, is authorized and has the right to automatically charge the Fee to such Authorized Payment anytime a Fee is due, unless you terminate the Service as described in this TOS. The Fee excludes applicable taxes, which Archie may charge as required by the laws of your jurisdiction. The current Fee structure is listed on the Website at [INSERT URL], which may change at any time at Archie’s sole discretion but Archie shall provide prior written notice of any Subscription Fee increase. The Subscription Fee is earned upon payment and is non-refundable.
  6. Taxes. Archie does not collect taxes on behalf of Freelancers as they are independent contractors, but if required to do so in a particular jurisdiction by law, Archie may collect taxes (including but not limited to sales, use, gross receipts, value-added), duties and charges.
  7. EARLY PAY PROGRAM
  8. Early Pay Option. As a Business, you may elect to offer a Freelancer the right to receive, directly from Archie, part of or all of a Project Fee early (“Early Pay Option”). To opt into the Early Pay Option, a Business must provide notice to Archie either through the Service or pursuant to another communication method acceptable to Archie of its decision to permit an Early Pay Option and each such notice must include: (a) the name of the Project; (b) the name of the Freelancer; and (c) any other relevant details relating to the applicable Project and payment terms of the Project Fee. Once a Business is approved for the Early Pay Option, they are qualified to provide this option to Freelancers as long as such Business remains within any credit limit imposed by Archie.
  9. Notification of Early Pay Option. As a Business, you hereby authorize Archie to contact each applicable Freelancer in which an Early Pay Option is granted in order to facilitate the purchase of the applicable Project Fee amount and allow the Freelancer to exercise the Early Pay Option.
  10. Assignment of Account.  If Archie has received an Early Pay Option notification from an applicable Business, upon the exercise of the Early Pay Option by a Freelancer (defined below as an Early Pay Exercise), an applicable Business hereby irrevocably agrees that: (a) Archie may agree to an assignment of the Project Fee due to such applicable Freelancer upon invoice, to be paid directly to Archie (each an “Assigned Invoice Payment”); (b) for each permitted Assigned Invoice Payment, Archie will send the applicable Business a Notice of Assignment in a form acceptable to both parties (the “NOA”); (c) upon receipt of the NOA, the applicable Business shall (i) pay the Assigned Invoice Payment directly to Archie within payment terms as agreed to between the relevant parties; or (ii) immediately notify Archie if an Project Fee has already been paid directly to a Freelancer; (d) to pay all Assigned Invoice Payments identified in the NOA directly to Archie without any defense, offset, recoupment, counterclaim, disputes, credits, adjustment, deductions or other limitation preventing payment in full (collectively an “Offset”); and (e) it will not Offset any amounts due and owing on any Assigned Invoice Payment with amounts owed by a Freelancer or any liabilities or obligations incurred by such Business related to or arising from the applicable Freelancer. Every Business acknowledges and agrees that upon receipt of a NOA, the applicable Business shall pay Archie not later than the net payment terms for the Assigned Invoice Payment identified therein upon regardless of whether Business is paid itself for any larger project on which a Freelancer performed services.
  11. Grant of Security Interest. As security for the payment of the Assigned Invoice Payment and the obligations owed by each Business to Archie pursuant to this TOS, each Business does hereby grant to Archie a continuing and unconditional first priority security interest in and to all proceeds related to projects on which a Freelancer has performed services for the Business, wheresoever located and whether now existing or hereafter arising or acquired.
  12. Early Pay Option Exercise for Freelancers.  If a Business has permitted the Early Pay Option, applicable Freelancers may choose to be paid early for the services they are performing or have performed for such Business (“Early Pay Exercise”). If a Freelancer elects the Early Pay Exercise and the applicable Invoice Payment is approved by such applicable Business, Archie may, in its sole discretion, make such early payment directly to Freelancer in lieu of Freelancer being paid the Project Fee by such Business (note that some Early Pay Exercises may be denied solely by Archie due to internal processing reasons or if a Business exceeds its credit limit). In cases where an Early Pay Exercise is successful, the applicable Freelancer hereby conveys, transfers, assigns and sells to Archie as absolute owner thereof all right, title and interest in the applicable Assignment Invoice Payment, together with all proceeds thereof. Freelancer agrees that it is engaged in a commercial enterprise and that this TOS and the sale of the Assigned Invoice Payment are intended to be an account purchase transaction. It is the intention of the parties that the sale of the Assigned Invoice Payment constitutes a true and actual sale of the Assigned Invoice Payment from Freelancer to Archie (with permission granted to automatically amend any necessary legal documents to accomplish such action by both the Freelancer and the Business), and that, upon purchase of an Assigned Invoice Payment, all right, title and interest to such Assigned Invoice Payment, legal and equitable, shall pass to Archie.
  13. Early Payment Fee. In order to facilitate the Early Pay Option and Early Pay Exercise, Archie may charge a percentage of the total invoice to either the applicable Business and/or Freelancer, which in all cases shall be disclosed to the applicable party prior to either the election of any such Early Pay Option or Early Pay Exercise, as applicable, and shall not exceed X% of the Project Fee.