Last modified date: March 29, 2024

At ARC Inc., we begin the VC KYC-as-a-service process at onboarding by reviewing identifying information of our fund client’s investors. From there, we continue to monitor the investors’ information for potential sanctions concerns. Our team provides custom reporting to help GPs identify risks, such as whether:

These Affiliate Partner Terms (“Affiliate Partner Terms”) are between ARC Inc. (dba Proof.com) and Affiliate Partner (as defined below) (together the “Parties”, and each, a “Party”). Capitalized terms not otherwise defined have the meanings given in the ARC. These Affiliate Partner Terms require arbitration on an individual basis, rather than jury trials or class actions, and also describe the specific remedies available to you. Please see Sections 13.5 and 13.6 to learn more.

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General Provisions.

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1.1 Applicability. An “Affiliate Partner” is any individual or entity that markets and promotes Proof’s remote online notarial services and related products and services (collectively, the “Services”) to potential Proof customers (the “Prospects”) by displaying an Affiliate Link (as defined below) on the Affiliate Partner’s website(s), landing page(s), or software application(s)(in either case and collectively, an “Affiliate Website”) in exchange for a Discount (as defined as below). ARC Inc. hereby engages Affiliate Partner, and Affiliate Partner hereby accepts such engagement, to incorporate into an Affiliate Website, and display, a web address link (URL) provided by ARC Inc. (the “Affiliate Link”) that will direct Prospects to a Proof website during the Term in accordance with these terms and conditions. By clicking the “I Agree” button or consent tickbox linked to these Affiliate Partner Terms, Affiliate Partner accepts and agrees to be bound by these Affiliate Partner Terms. The effective date is the date that the Affiliate Partner clicks the “I Agree” button or consent tickbox linked to these Affiliate Partner Terms (“Effective Date”).

1.2 Supplements. The “Data Privacy Supplement” located at helloarc.ai/legal/data-privacy-supplement applies to Affiliate Partner.

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Affiliate Partner Customer Qualification.

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2.1 Affiliate Link Submission. ARC Inc. will provide a unique Affiliate Link to the Affiliate Partner for placement on the Affiliate Website. When a Prospect (a visitor to the Affiliate Website) clicks on the Affiliate Link, the Prospect will be directed to set up a Proof account. When a Prospect creates a Proof account (an “Affiliate Customer”) and purchases Services through the Affiliate Link, subject to the exclusions provided in Section 2.2, such purchase(s) shall constitute a Qualified Transaction (each, a “Qualified Transaction”).

2.2 Exclusions. A Qualified Transaction will not include any purchases by Affiliate Customers who have previously accepted the Proof General Terms or otherwise entered into any agreement, order form, and/or supplement with ARC Inc. for provision of the Services.

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Discount

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3.1 Discount. Affiliate Customers are eligible to receive a discount (the “Discount”) to customer fees on certain transaction-based Services (the “Customer Fees”) as disclosed to Affiliate Partner at the time of accepting the Affiliate Partner Terms. Affiliate Partner may market such Discount to Prospects in a manner consistent with the terms of these Affiliate Partner Terms.

3.2 Rate Modifications. ARC Inc. may change the Discount at any time, in its sole discretion. Affiliate Partner agrees to promptly update the Discount information on any website maintained by the Affiliate Partner.

3.3 Expenses. ARC Inc. shall have no obligation to reimburse the Affiliate Partner for any expenses unless such expenses are approved by ARC Inc. in writing and in advance of expenditure.

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Responsibilities of Affiliate Partner

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4.1 Compliance with the Terms. The Affiliate Partner shall market the Services and solicit Prospects solely in accordance with the terms and conditions of these Affiliate Partner Terms. The Affiliate Partner shall market the Services only under the ARC Marks (as defined below) and not under any other trade name, trademark, or logo.

4.2 Affiliate Partner Status. The Affiliate Partner shall, at all times, be an independent contractor of ARC Inc., and accordingly, it shall have no authority to bind ARC Inc. to any contract or arrangement with any third party. At no time, shall the Affiliate Partner represent itself as an agent of ARC Inc.

4.3 Authority and Lawfulness. The Affiliate Partner shall obtain and keep active any and all permits, licenses, authorizations, permissions and/or certificates that may be required by the applicable governmental, regulatory, or administrative agency, or governing body, for every jurisdiction in which the Affiliate Partner carries on its business activities. The Affiliate Partner represents, warrants, and covenants to ARC Inc. that it possesses the right and authority to enter into these Affiliate Partner Terms, and to exercise its rights and perform its obligations hereunder, including the right to provide ARC Inc. with information about each Prospect. The Affiliate Partner shall at all times refrain from engaging in any illegal, unfair, or deceptive trade practices or unethical business practices whatsoever, whether with respect to the Services or otherwise. The Affiliate Partner shall, in connection with its dealings with any Prospects and in connection with the exercise of its rights and performance of its obligations under these Affiliate Partner Terms, take no action and make no payment in violation of, or which may cause ARC Inc. or any of its affiliates or its or their directors, officers, employees or agents to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or comparable laws in other jurisdictions (collectively, “Anti-Corruption Laws”). Notwithstanding anything to the contrary contained herein, if the Affiliate Partner has taken or takes an action that could constitute a violation of Anti-Corruption Laws in its dealings with Prospects or otherwise connection with these Affiliate Partner Terms, ARC Inc. may, at its sole option, immediately terminate these Affiliate Partner Terms without liability to ARC Inc.

4.4 Affiliate Partner Conduct. Affiliate Partner shall at all times during the Term promote and market the Services consistent with good business ethics, and in a manner that will reflect favorably on the Services and on the name, goodwill, and reputation of ARC Inc. Affiliate Partner shall not (a) make any misrepresentations regarding the Services, whether by act or omission; (b) engage in any deceptive practices with regard to the Services; (c) send unsolicited electronic messages to multiple unrelated recipients (“spamming”) in promoting the Service or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under these Affiliate Partner Terms; (d) make any representation, warranty or guarantee to any third party with respect to the Services that is inconsistent with (i) the Services, (ii) the published information describing the Services, or (iii) these Affiliate Partner Terms; or (e) take any action that has or could have the effect of improperly damaging the name, goodwill, reputation, or business of ARC Inc.

4.5 Prohibited Methods of Promotion. The Affiliate Partner agrees not to associate ARC Marks (as defined below) with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in ARC Inc.’s reasonable discretion. Upon ARC Inc.’s request (which can be made for any or no reason), Affiliate Partner agrees to promptly remove from public view and delete any content or marketing materials that utilize ARC’s Marks, or that reference ARC Inc. or its Services.

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Marketing Rights

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5.1 Right to Market. Subject to these Affiliate Partner Terms, ARC Inc. grants to the Affiliate Partner the non-exclusive, non-transferable, and non-assignable right to market the Services to any Prospect for the specific purpose of encouraging Prospects in need of ARC Services to click-through the Affiliate Link.

5.2 Trademarks. Subject to the terms and conditions of these Affiliate Partner Terms, each Party hereby grants to the other Party a revocable, non-exclusive, non-transferable, non-assignable, royalty-free, worldwide right and license, during the Term, to use and display such Party’s Marks solely for the purpose of promoting the Services as contemplated in these Affiliate Partner Terms. Each Party’s license to use the Marks of the other Party shall terminate upon the earlier of (i) the effective date of termination or expiration of these Affiliate Partner Terms, or (ii) immediately, in the event a Party breaches Section 4, 5, or 6 of these Affiliate Partner Terms. For further clarity, the Affiliate Partner shall only utilize ARC Inc.’s Marks to market and promote the Services and to hold itself out as an ‘Affiliate Partner’ of ARC Inc. in connection therewith. As used herein, “Marks” means each permitted trade names, trade dress, trademarks, service marks, commercial symbols, domain names, brands designs, logos and/or any other marks used by such Party. ARC Inc.’s permitted Marks for purposes of these Affiliate Partner Terms will be sent to Affiliate Partner via email. Affiliate Partner will only use ARC Inc. Marks sent to Affiliate Partner by ARC Inc.

5.3 Marketing Materials. As available, ARC Inc. will provide the Affiliate Partner with marketing materials reasonably necessary for marketing ARC Inc. and its Services to Prospects. The Affiliate Partner may not, without the prior written consent of ARC Inc., reproduce such materials, or independently create marketing materials that include ARC Inc.’s Marks or imply an association or relationship by and between ARC Inc. and the Affiliate Partner. If and to the extent the Affiliate Partner is expressly permitted hereunder by ARC Inc. in writing to independently create marketing materials relating to ARC Inc. or its Services, any such material shall, in each case, be subject to approval by ARC Inc. before publication or other use.

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Marketing Rights

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6.1 Limited Marketing Rights. Except for the express rights provided in Section 5, the Affiliate Partner is granted no other right hereunder with respect to ARC Inc., the Services, or ARC Inc.’s Marks. The Affiliate Partner will comply with any style guides or instructions ARC Inc. provides with the respect to the Affiliate Partner’s use of ARC Inc.’s Marks, as may be provided from time to time.

6.2 Reserved Rights. These Affiliate Partner Terms shall in no way limit ARC Inc.’s right to sell directly or indirectly any product or service to any current or prospective customers, including to Prospects and Affiliate Customers.

6.3 Non-Exclusive Appointment. The Affiliate Partner acknowledges that the appointment of Affiliate Partner pursuant to these Affiliate Partner Terms is not an exclusive appointment. ARC Inc. expressly reserves the right to appoint other persons to act as marketing, sales, referral, technology, and affiliate partners.

6.4 Pricing and Terms. The pricing and terms under which ARC Inc. offers or sells any Services shall be determined by ARC Inc. in its sole discretion. Other than explicitly provided herein, the Affiliate Partner shall not offer or promise prices or terms for the Services except as expressly permitted by ARC Inc. The Affiliate Partner shall not purport to obligate ARC Inc. to any promises or representations made by the Affiliate Partner to a Prospect or Affiliate Customer in connection with any Services.

6.5 No Obligation. Nothing in these Affiliate Partner Terms shall obligate ARC Inc. to actually offer or sell any Services or consummate any transaction with any Prospect. ARC Inc. has the right not to proceed with any sale of Services without any liability or obligation to pay compensation to the Affiliate Partner.

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Marketing Rights

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7.1 Initial Term. These Affiliate Partner Terms apply beginning on the Effective Date and remain in effect for a period of six consecutive months after the last Qualified Transaction, unless earlier terminated in accordance with this Section 7.

7.2 Termination. Either Party, at its option, may terminate these Affiliate Partner Terms at any time, upon thirty (30) days advance written Notice to the other Party. Either Party may, at its option, terminate these Affiliate Partner Terms with immediate effect if the other Party has breached any material provision of these Affiliate Partner Terms, and such breach is either incapable of cure or remains uncured for more than ten (10) days after the breaching Party received Notice thereof.

7.3 Discontinuance of Use of Affiliate Link, Marks and Marketing. Upon termination of these Affiliate Partner Terms, the Affiliate Partner shall immediately cease use and display of any Affiliate Link, remove the same from the Affiliate Website, and cease to represent itself as an ARC Inc. Affiliate Partner. Further, Affiliate Partner shall immediately discontinue any use and display of the ARC Inc. Marks. Any rights granted to the Affiliate Partner with respect to ARC Inc. or the Services pursuant to Section 6 or otherwise shall immediately cease.

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Confidentiality

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8.1 Scope. This Section 8 governs the protections for Confidential Information that one party (“Receiving Party”) obtains concerning the other (“Disclosing Party”) in connection with the Affiliate Partner Terms. If the Affiliate Partner Terms conflicts with any separate non-disclosure agreement between the parties, the Affiliate Partner Terms prevails. “Confidential Information” means information obtained by a Receiving Party in connection with the Affiliate Partner Terms which concerns Disclosing Party’s business or operations that (a) is identified by a “CONFIDENTIAL” legend or similar legend of the Disclosing Party or (b) the Receiving Party knew or should have known should be treated as confidential given the circumstances of its disclosure, and includes inventions, specifications, drawings, models, samples, reports, plans, client lists, marketing materials, financial information, work-in-progress, forecasts, computer programs or documentation, know-how, strategies and all other nonpublic technical, financial, or business information. ARC Inc. Confidential Information includes the ARC Inc. Intellectual Property, and Affiliate Partner Confidential Information includes Affiliate Partner Intellectual Property.

8.2 Restriction on Use or Disclosure. Receiving Party will keep Disclosing Party’s Confidential Information confidential and protect it to the same degree Receiving Party protects its own Confidential Information, but in no event with less than a reasonable degree of care. Receiving Party may not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent. Each party's Confidential Information may be disclosed only as reasonably necessary to satisfy the Receiving Party’s obligations under the Affiliate Partner Terms. ARC Inc. may (a) retain Confidential Information as required to comply with applicable law or as otherwise permitted in the Affiliate Partner Terms and (b) use User Data (including Personal Information) in accordance with the Data Privacy Supplement.

8.3 Exclusions. Section 8.2 (Restriction on Use or Disclosure) does not apply to (a) information that the Receiving Party can show was in its possession prior to its disclosure under the Affiliate Partner Terms without any confidentiality obligation to the Disclosing Party, (b) information independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information, (c) information which becomes generally known by the public other than through the fault of Receiving Party, or (d) information required by law or by the rules of any governmental or self-regulatory agency to be disclosed (provided that Receiving Party will use reasonable efforts to notify Disclosing Party of the disclosure requirement if legally permitted to do so).

8.4 Destruction and Retention. Except as required to provide the Services, to comply with applicable law, or as otherwise permitted in the Affiliate Partner Terms, promptly after termination of the Affiliate Partner Terms each party will either return or permanently destroy any of the other party’s Confidential Information in its possession or control. Upon request, a party will certify in writing to the destruction of Confidential Information. Notwithstanding the above, Receiving Party is entitled to retain Confidential Information in its archival or backup systems in accordance with its document retention policies, provided that Confidential Information retained this way will remain subject to the confidentiality obligations in the Affiliate Partner Terms throughout the period it is retained.

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Intellectual Property

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9.1 Ownership of Marks. The Affiliate Partner acknowledges that ARC Inc. (or its licensor, as applicable) is the owner of all rights in and to the ARC Inc. Marks and all associated goodwill, and that neither these Affiliate Partner Terms nor use by the Affiliate Partner of the ARC Inc. Marks under license shall transfer or convey any interests thereto in favor of the Affiliate Partner. Further, the Affiliate Partner shall not take any action that is inconsistent with ARC Inc.’s ownership of its Marks or incorporate any ARC Inc. Marks into its Marks, internet addresses, domain name, or any other similar designation. The Affiliate Partner shall not: (a) contest ARC Inc.’s (or its licensor’s) ownership or use of the ARC Inc. Marks, (b) use the ARC Inc. Marks in a manner that conflicts with ARC Inc.’s use or instruction for use of the Marks, (c) file applications for registration of the same or any confusingly similar Marks in any jurisdiction, or (d) use any marks that are confusingly similar to the ARC Inc. Marks. The Affiliate Partner will cooperate with, and assist ARC Inc., at ARC Inc.’s expense, to secure, protect and maintain ownership rights in the ARC Inc. Marks, including in the preparation, execution, and recording of legal documents to reasonably protect ARC Inc. To the extent permitted by applicable law, all rights not expressly granted hereunder are retained by the granting Party. All usage of the ARC Inc. Marks under these Affiliate Partner Terms, inclusive of all goodwill, will inure to ARC Inc.’s benefit.

9.2 Acknowledgement of Proprietary Rights. The Affiliate Partner acknowledges that Services, including any changes, new releases, new versions, modifications, enhancements, improvements, adaptations, translations, and derivative works thereof and thereto (as applicable), constitute proprietary information and data of ARC Inc. (and may incorporate ARC Inc.’s Trade Secrets). The ownership of all rights, title, and interest to all ARC Inc. product and service offerings, including without limitation, the Services, and all of the Intellectual Property therein and thereto shall at all times remain vested exclusively in ARC Inc. (or its licensors, as applicable), and Affiliate Partner shall not have any interest whatsoever in any portion thereof. As used in these Affiliate Partner Terms, “Intellectual Property” means any and all of the following arising pursuant to the laws of any jurisdiction throughout the world: (a) trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents and patent applications; (e) internet domain name registrations; and (f) other intellectual property and related proprietary rights.

9.3 Certain Restrictions and Obligations. To the extent that the Affiliate Partner is given access to any Services or any portion thereof, whether for training, marketing, or demonstration purposes, the Affiliate Partner shall not decompile, disassemble or otherwise reverse engineer the Services, in whole or in part, nor utilize the Services for any purpose other than that for which such access is granted. Additional terms may apply to the Affiliate Partner’s access to the Services, including without limitation and at ARC Inc.’s discretion, ARC Inc.’s standard terms of service. The Affiliate Partner shall promptly bring to the attention of ARC Inc. any improper or wrongful use of or challenge to the Intellectual Property or any such threatened use or challenge of which the Affiliate Partner becomes aware in connection with its performance under these Affiliate Partner Terms.

Disclaimer of Warranties. ARC Inc. makes no warranties or representations, and expressly disclaims all warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, non-infringement, merchantability, or otherwise with respect to these Affiliate Partner Terms.