Terms and Conditions

These terms and conditions of use and sale ("Terms and Conditions") are established between:

Peoples Partners and Associates, LLC, located in Maryland ("Company").

And

The User of the Marketplace as specified in the Annex.

The Company operates a website ("Marketplace") that connects Freelancers and Customers, as detailed in the Annex. These Terms and Conditions govern the use and sale on the Marketplace and define the rights and obligations of the Users. These Terms and Conditions are binding and take precedence over any other agreements, whether verbal or written, unless explicitly stated otherwise. Accessing and using the Marketplace signifies acceptance of and compliance with these Terms and Conditions.

• Customer: A legal entity or individual using the Marketplace for professional purposes to engage Freelancers for Assignments.
• Account: The account created by the User upon registering on the Marketplace.
• Content: Any comments, messages, or information posted by a User on the Marketplace.
• Quote: The service proposal prepared by the Freelancer on the Marketplace.
• Company: Peoples Partners and Associates, LLC and its subsidiaries.
• Freelancer: Any individual or legal entity registered as a business, offering services to Customers via the Marketplace.
• Invoicing Mandate: The agreement between the Freelancer and the Company, authorizing the Company to issue invoices for Assignments completed via the Marketplace.
• Marketplace: The website operated by the Company as specified in the Annex.
• Assignment: The specific task assigned by a Customer to a Freelancer on the Marketplace.
• Services: All services provided by the Company as defined in Article 3.1.
• Users: Refers to both Freelancers and Customers registered on the Marketplace.
• Validation: The process where the Customer confirms that the Assignment performed by the Freelancer is complete and compliant with the Quote.
• Confidential Information: Any non-public information disclosed by one party to another in connection with the use of the Marketplace, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Intellectual Property: All intellectual property rights, including copyrights, patents, trademarks, trade secrets, and other proprietary rights, in and to the Marketplace and any content or materials made available through the Marketplace.

To access the Services, Users must create an Account by registering on the Marketplace. Users must be at least 18 years old and provide accurate information, updating it as necessary. Account access is protected by a username and password, which Users must keep confidential. The Company reserves the right to terminate any Account found to be based on fraudulent information or if the Account is misused in any way that violates these Terms and Conditions.

Freelancers must complete their profile with accurate information and a recent photograph and keep their Account updated. They must indicate their main area of activity and may be invited to join the non-public database based on their experience. Freelancers must comply with any ongoing verification requirements set by the Company to maintain their Account in good standing.

Invoicing Mandate: By creating an Account, Freelancers consent to the Invoicing Mandate, allowing the Company to issue invoices on their behalf. Freelancers must provide necessary documents to meet legal and regulatory obligations.

Services include:

• Creating an Account
• Connecting Freelancers and Customers
• Providing secure payment methods
• Collecting necessary documents
• Preparing and issuing invoices under the Invoicing Mandate

Additional services are available through subscription and include sourcing, customized interfaces, and management tools.

The Company provides the Marketplace and related services on an "as is" and "as available" basis. The Company disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company is not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from the User’s use of the Marketplace or Services.

• User Connections: Customers can contact Freelancers directly or through the Company.
• Quotes: Freelancers send Quotes to Customers via the Marketplace.
• Payment: Customers must provision the price of the Assignment in advance. Freelancers start the Assignment upon confirmation of payment.
• Invoicing: At the end of the Assignment, an invoice is created and issued by the Company.
• Validation: Customers have 15 days to validate the Assignment, after which the payment is released to the Freelancer.
• Invoice Financing: Freelancers may receive invoice financing through the Company's financial partners.

• Service Description: The Company offers an executive search and placement service to Users. This service includes identifying, vetting, and presenting highly qualified candidates for executive roles within Customer organizations.
• Engagement: Customers engaging in the executive search service will work with a dedicated search consultant from the Company. The search consultant will gather requirements, identify potential candidates, and facilitate the interview process.
• Fees: Customers will pay a placement fee, calculated as a percentage of the candidate's first-year total compensation. This fee structure will be agreed upon at the outset of the engagement.
• Guarantee: If a candidate placed through the executive search service leaves the Customer organization within the first 90 days, the Company will conduct a replacement search at no additional cost.
• Confidentiality: All information shared during the executive search process will be kept strictly confidential and used solely for the purpose of the search engagement. The Company does not guarantee that the engagement of an executive will result in any desired outcome for the Customer. The Customer assumes all risks related to the engagement of executives through the Marketplace.

Users must set up the technical means necessary to access the Marketplace. The Company may temporarily or permanently shut down the Marketplace for updates or maintenance. The Company reserves the right to modify or discontinue access to the Marketplace or any part of it, temporarily or permanently, with or without notice, and will not be liable to the User or any third party for any modification, suspension, or discontinuance of access.

Access is exclusively for registered Users. Unauthorized use or creating accounts for unauthorized activities is prohibited and may result in account suspension or closure.

Customers pay Service Fees to the Company, calculated as a percentage of the Assignment price and any additional service fees. All fees and commissions paid to the Company are non-refundable. Customers agree to pay all applicable charges and fees related to their use of the Marketplace in accordance with the pricing terms.

Customers engaging in the executive search service will pay a placement fee based on the agreed percentage of the candidate’s first-year total compensation.

Customers pay for Assignments by advance payment into an electronic bank account via a secure online payment service or bank transfer. In the event of a chargeback or payment dispute, the Company reserves the right to suspend or terminate the User’s access to the Marketplace until the dispute is resolved. The User is responsible for any fees or penalties incurred by the Company as a result of chargebacks or payment disputes.

Customers and Freelancers can review their collaboration at the end of each Assignment. Reviews are visible on profiles and must be objective and respectful. Reviews must be authentic and based on actual experiences. The Company reserves the right to remove any review that it deems to be fake, misleading, or otherwise in violation of these Terms and Conditions.

Mutual cancellations result in a refund to the Customer within 15 days.

Disputes between Customers and Freelancers are mediated by the Company's customer service for 45 days. If no resolution is found, the deposit is returned to the Customer minus administrative fees. Any dispute arising out of or relating to these Terms and Conditions or the use of the Marketplace shall be resolved through mediation, followed by binding arbitration in Maryland, if necessary. This clause does not preclude the Company from seeking injunctive relief in a court of competent jurisdiction.

Users must use the Marketplace in accordance with laws and these Terms and Conditions. Users are responsible for providing accurate information and complying with legal obligations. Users are prohibited from engaging in any activity that disrupts or interferes with the Marketplace, including but not limited to hacking, phishing, and spamming. Violations may result in immediate termination of access to the Marketplace and legal action.

Users are responsible for any harm caused by inaccurate information. The Company provides tools and resources but is not liable for the execution of Assignments or content accuracy. The Company’s total liability to any User for any claim arising out of or relating to these Terms and Conditions or the use of the Marketplace shall not exceed the total amount paid by the User to the Company during the six months preceding the claim.

The Company provides professional liability insurance for Freelancers. Details of the coverage are specified in the policy.

Data processing is explained in the Data Protection Policy. Users have rights to access, rectify, erase, or limit access to personal data. The Company complies with the General Data Protection Regulation (GDPR) and any other applicable data protection laws. Users have the right to access, rectify, erase, or limit the processing of their personal data as provided in the Data Protection Policy.

Cookies may be installed on the User's device for the proper functioning of the Marketplace. The Company's cookie use policy provides details.

The Marketplace and its content are the exclusive property of the Company or its partners. Users retain ownership of their published content but authorize the Company to use it for operational purposes. By posting content on the Marketplace, Users grant the Company a non-exclusive, worldwide, royalty-free, perpetual license to use, distribute, modify, and display the content for the purposes of operating and promoting the Marketplace.

Users may create links to the Marketplace but must not harm the Company's interests. The Company is not liable for third-party website content.

The contract is indefinite from acceptance. Violations of the Terms and Conditions can result in account suspension or closure. The Company reserves the right to terminate any Account at its sole discretion for any reason, including but not limited to violation of these Terms and Conditions. Upon termination, the User’s right to use the Marketplace ceases immediately.

For questions or information, Users can contact the Company via the "contact" section on the website or by email.

The Company reserves the right to modify these Terms and Conditions. Continued use of the Marketplace implies acceptance of the changes. If the Company makes significant changes, it will notify Users by reasonable means, for example, by posting notice of such changes on the Marketplace or by sending an informative email to Users.

These Terms and Conditions are governed by Maryland law. Any dispute shall be resolved in the courts specified in the Annex. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Version effective as of June 1, 2024