This Freelancer Contract Agreement (the "Agreement") is made and entered into as of the date of the freelancer's acceptance of this Agreement (the "Effective Date") by and between OffScript, LLC, a North Dakota limited liability company, having its principal place of business at 1714 Homes Ave, Ashland, OR 97520. (the "Company") and the freelancer identified in the acceptance process (the "Freelancer"). This contract agreement will continue indefinitely unless terminated by either party.
The Freelancer shall serve as an "Athlete" on the OffScript mobile app, offering services in accordance with the app's terms of service and accompanying documentation provided by the Company. The Freelancer commits to promptly responding to customer requests for text or video messages within a maximum of 72 hours from the time the request is received.
Setting Prices: The Freelancer shall have the autonomy to establish their own prices for each message response provided through the OffScript platform. The pricing for both Text responses and Video responses may be set separately, but they can also be the same.
Revenue Distribution: After deducting Apple's service fee, the Freelancer will receive 75% of the remaining revenue. If Apple's service fee amounts to 15%, the Freelancer will receive 75% of the revenue after deducting the 15% fee. If Apple's service fee amounts to 30%, the Freelancer will receive 75% of the revenue left after Apple's 30% fee has been deducted.
Notification of Pricing Changes: OffScript, LLC is committed to ensuring that Freelancers on the OffScript platform are informed about the current pricing breakdown. OffScript, LLC will make every effort to keep Freelancers updated on any changes in pricing through timely notifications and communication.
OffScript, LLC's Obligations: OffScript, LLC shall take all necessary measures to provide accurate information and support to Freelancers regarding the pricing breakdown, ensuring they are aware of the current rates and revenue distribution structure.
The Company will transfer the Freelancer's earnings to their account once every 45 days. If the Freelancer chooses not to respond to a customer's message request within 72 hours, they will not receive payment and the customer will be able to request a full refund through the Apple App Store.
Ownership: The Freelancer acknowledges and agrees that any content or materials created or developed by them during the course of their engagement with the Company shall be the sole and exclusive property of the Freelancer. The Freelancer retains all rights, title, and interest in and to the content, subject to the limited rights granted to the Company as outlined below.
Non-Refundable Use: The Freelancer grants the Company a perpetual, non-refundable, non- exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display and perform, modify, adapt, and create derivative works based on the content provided by the Freelancer. This license allows the Company to use the content for any lawful purposes related to its business operations, including but not limited to marketing, promotion, publication, and distribution.
Attribution: The Company agrees to credit the Freelancer as the author or creator of the content whenever reasonably feasible and in accordance with industry standards. However, the Company retains the right to use the content without attribution if such use is necessary or appropriate for the Company's legitimate business purposes.
Confidentiality and Privacy: The Company shall handle the content with reasonable care and take appropriate measures to protect its confidentiality, subject to any exceptions outlined in the agreement or required by law.
No Transfer of Rights: The non-refundable use license granted to the Company does not imply any transfer of ownership or rights in the content, except as expressly stated herein.
Termination: Upon termination of the engagement between the Freelancer and the Company, the non-refundable use license shall remain in effect, and the Company shall retain the rights granted under this clause.
The Freelancer agrees to maintain the confidentiality of any information provided by the Company that is not publicly available. The Freelancer shall not disclose any such information to any third party or use such information for any purpose other than as required to perform the services under this Agreement. The confidentiality obligations set forth in this section shall survive the termination of this Agreement.
Either party may terminate this Agreement at any time and for any reason by providing written notice to the other party. Upon termination, the Freelancer shall immediately cease all work.
The Freelancer agrees to assume full responsibility and liability for any errors or omissions in their work, and any damages or costs resulting therefrom. The Freelancer acknowledges that they are not an employee of the Company and are responsible for their own taxes, insurance, and other benefits.
As a freelancer engaged with OffScript, you acknowledge and accept the following tax obligations. If you are a U.S. citizen, you confirm your citizenship and undertake the responsibility of filing your taxes independently with the Internal Revenue Service (IRS). This includes the accurate reporting of your income to the IRS. OffScript will issue you a 1099 form if your earnings from our platform amount to $600 USD or more in a calendar year, with distribution typically completed by January 31st of the subsequent year.
For non-U.S. citizens, including Canadian citizens or those planning to file taxes in another country, you are accountable for the accurate reporting and filing of your taxes in accordance with the regulations of your respective country. OffScript will provide any necessary tax documents by January 31st, should they be required.
By continuing your collaboration with OffScript, you affirm your understanding and acceptance of these tax responsibilities, acknowledging that OffScript will fulfill its obligations as outlined herein.
The Freelancer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and affiliates (collectively referred to as "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or in connection with:
The Company agrees to provide prompt written notice to the Freelancer of any claim, demand, or action for which indemnification may be sought under this clause. The Freelancer shall have the right to assume the defense and control of any such matter, at their own expense, with counsel reasonably acceptable to the Company. However, the Company reserves the right to participate in the defense of such matter at its own expense.
The indemnification obligations under this clause shall survive the termination or expiration of the engagement between the Freelancer and the Company.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in San Francisco, California, USA and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. This Agreement may not be amended or modified except in writing signed by both parties.
By accepting this Agreement, the Freelancer acknowledges that they have read and understand its terms and agrees to be bound by its provisions.
OffScript, LLC
1714 Homes Ave,
Ashland, OR 97520
