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Terms of Service

The ProLinker Terms of Service is comprised of the following agreements:
User Agreement
Terms of Use
Escrow
Hourly Agreement with Escrow
Fixed-Price Milestones with Escrow
ProLinker Inc.
Professional Membership Policy
Privacy Policy
Cookie Policy
Nondiscrimination Statement

User Agreement

This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and ProLinker Inc. (“ProLinker”, “we”, or “us”), governing your use of ProLinker’s Site and Site Services (collectively, “Services”).You understand that by using the ProLinker Site or Site Services (which generally means using in any way our work marketplace ProLinker.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute ProLinker’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein, and includes Privacy Policy, Terms of Use, applicable Escrow and this User Agreement, including Section 13 which contains an arbitration agreement and class action waiver that applies to claims brought against Prolinker in the United States. You have an opportunity to opt out of arbitration as provided in Section 13. This Agreement also incorporates, for any User using the ProLinker Contract Service, ProLinker Contract Terms and Contract Escrow.

You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service. If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 13). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Prolinker.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity. To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a
special meaning. Section 16 provides the definitions of some capitalized terms and others are defined throughout the Terms of Service (look for quotation marks and bold font).

Table of Contents
1. Prolinker Accounts
1.1 Registration
1.2 Account Eligibility
1.3 Account Profile
1.4 Account Types
1.5 Account Permissions
1.6 Identity and Location Verification
1.7 Usernames and Passwords
2. Purpose of Prolinker
2.1 Relationship with Prolinker
2.2 Taxes and Benefits
2.3 Marketplace Feedback and User Content
3. Contractual Relationship Between Client and Professional
3.1 Service Contracts
3.2 Disputes Among Users
3.3 Confidential Information
4. Prolinker Fees
4.1 Fees For Professionals
4.2 Client Fees
4.3 VAT and Other Taxes
4.4 No Fee for Introducing or Finding Projects
5. Payment Terms and Escrow Services
5.1 Escrow Services
5.2 Client Payments on Service Contracts
5.3 Disbursements to Professionals on Service Contracts
5.4 Non-Payment
5.5 No Return of Funds and No Chargebacks
5.6 Payment Methods
5.7 U.S. Dollars, Euro and Foreign Currency Conversion
6. Non-Circumvention
6.1 Making Payments Through Prolinker
6.2 Communicating Through the Site; Not Sharing Contact Details
6.3 Opting Out
7. Records of Compliance
8. Warranty Disclaimer
9. Limitation of Liability
10. Release
11. Indemnification
12. Agreement Term and Termination
12.1 Termination
12.2 Account Data on Closure
12.3 Survival
13. Disputes Between You and Prolinker
13.1 Dispute Process, Arbitration, and Scope
13.2 Choice of Law
13.3 Informal Dispute Resolution
13.4 Binding Arbitration and Class Action/Jury Trial Waiver
14. General
14.1 Entire Agreement
14.2 Modifications; Waiver
14.3 Assignability
14.4 Severability; Interpretation
14.5 Force Majeure
14.6 Prevailing Language and Location
14.7 Access of the Site Outside the United States
14.8 Consent to Use Electronic Records
15. Definitions

When you see this symbol, look for a simple summary for each section. We wrote these to help you get a quick
overview, but you'll need to read the sections completely to get all the details of what you're agreeing to.
1. PROLINKER ACCOUNTS
How you can register for an Prolinker account and the different types of accounts that you can have.
1.1 REGISTRATION
You must register for an account to have full access to our Services, and your registration is subject to our approval. You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”.
Your Account registration is subject to approval by Prolinker. We reserve the right to decline a registration either to join Prolinker or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
1.2 ACCOUNT ELIGIBILITY
You promise to use our Services for business purposes only. You also promise that you are eligible to enter into
this Agreement, including because you are 18 years or older.
Prolinker offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a selfemployed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Professional Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
1.3 ACCOUNT PROFILE
You must provide accurate personal information when you sign up and you must update your account if your
personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete. To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
1.4 ACCOUNT TYPES
We offer two types of accounts (“Account Types”): Client and Professional. A professional can also act as a Client, but once registered as a Client first the user can never act as a Professional anymore. A Professional can upgrade to a Standard or Premium membership and get more benefits. A Client can upgrade to a Recruiter Business or Enterprise account and get more benefits. One of them is to work with other users in 1 account. Never share your Account password with anyone; you can give permissions to other Users to act under your Account as Team Members or Client Members if needed.
You agree not to register for or maintain more than one Account and Profile without express written permission from us. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.

1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types have a feature that allows the account owner to give permissions to other Users (“Team Members”) to act on behalf of the Client Account. Each Team Member must have their own Account to be added as a Team Member on the Client Account.

1.4.2 PROFESSIONAL, CLIENT, AND CLIENT MEMBER ACCOUNT
Professional: You can register for an Account or add an Account Type to use the Services as a Professional (a “Professional Account”).
Client and Client Member: When you upgrade the Client Account you have a feature that allows the Client owner to give permissions to other Users (“Client Member”) to act on behalf of the Client. Each Client Member must have their own Account to be added as an Client Member on the Client Account.
1.5 ACCOUNT PERMISSIONS
You are responsible for all activity on your Account.
You may provide other Users permissions to act on your Account only as described in Section 1.4 and in this Section 1.5. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Client Member, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Service Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, Prolinker may close any related Accounts as well.
1.6 IDENTITY AND LOCATION VERIFICATION
You will allow us to verify your identity, location, and business affiliations from time to time.
When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Prolinker. You authorize Prolinker, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.
1.7 USERNAMES AND PASSWORDS
You will keep your username and password secret and will not share them, and you will not use anyone else’s
username and password. Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Sections 1.4 Account Types and 1.5
Account Permissions for information on allowing another registered User to act on your behalf in your Account.
2. PURPOSE OF PROLINKER
What we do and do not do when providing our Services and some of your responsibilities when using our
Services. The Prolinker Site is a work marketplace where Clients and Professionals can identify each other and advertise, buy, and sell Professional Services online. Subject to the Terms of Service, Prolinker provides the Services to Users, including hosting and maintaining the Prolinker Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH PROLINKER
We offer a work marketplace: an online platform for Users to find and connect with each other. We are not
involved directly in your negotiations or the delivery of Professional Services and are not a party to any agreements you
may make with other Users. You are solely responsible for your content published to Prolinker and for your agreements with other Users, including vetting each other and performance under the agreements.
Prolinker offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Professional Services, and make and receive payments through escrow. Prolinker neither performs nor employs individuals to perform Professional Services. You acknowledge and agree that Prolinker does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract and agree that: (a) Prolinker is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Prolinker is not responsible for the offering, performance, or procurement of Professional Services, (c) Prolinker does not make any representations about or guarantee any particular User’s offered services, and
(d) nothing will create an employment, Client, or joint venture relationship between Prolinker and any User offering services. While Prolinker may provide certain badges on Professional or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Professional or Client to complete a Service Contract. You further acknowledge and agree that Users, and not Prolinker, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Professional;
(b) assessing whether to enter into a Service Contract or Direct
Contract with another User and for verifying any information about another User, including Composite Information;
(c) deciding whether to enter into a Service Contract on Prolinker as well as the contract terms, and
(d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service Contracts between Users are directly between the Users and Prolinker is not a party to those contracts.
Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time.
2.2 TAXES AND BENEFITS
Professionals are responsible for paying their own taxes, obtaining their own insurance, and ensuring they
comply with applicable laws and regulations.
Professional acknowledges and agrees that Professional is solely responsible for: (a) all tax liability associated with payments received from Professional ’s Clients and through Prolinker, and that Prolinker will not withhold any taxes from payments to Professional unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Professional is not covered by or eligible for any insurance from Prolinker; (c) determining and fulfilling Professional ’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Prolinker is required by applicable law to withhold any amount of the Professional
Fees and notifying Prolinker of any such requirement and indemnifying Prolinker for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Prolinker, Professional agrees to promptly cooperate with Prolinker and provide copies of Professional ’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Professional is engaging in an independent business as represented to Prolinker.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users publish and ask Prolinker to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk. You acknowledge and agree that Users publish and request Prolinker to publish on their behalf information on the Site such
as feedback, composite feedback, or geographical location. Such information is based on data that Professional s or Clients voluntarily submit to Prolinker and does not constitute an introduction, endorsement, or recommendation by Prolinker. You agree that Prolinker is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the
Site Services. You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that Prolinker may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including User Content highlighted by Prolinker on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Prolinker is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Prolinker of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Prolinker may rely on the accuracy of such information if you do not. Prolinker provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual
person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Prolinker generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that
we are not responsible for any such misuse. Prolinker reserves the right (but is under no obligation) to remove posted feedback or information that Prolinker determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Prolinker.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND PROFESSIONAL
This section discusses the relationships you may decide to enter into with another User, including contracts to
buy or sell Professional Services with another User.
3.1 SERVICE CONTRACTS
Users, not Prolinker, are responsible for deciding whether to enter into agreements with other Users and for
determining what the terms of those agreements will be.
As provided in Section 2.1 above, if a Client and a Professional decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Professional; Prolinker is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between Prolinker and any User.
With respect to any Service Contract, Clients and Professionals may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Prolinker’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in
part, in addition to or instead of other such agreements. The parties to a Service Contract expressly agree that the Optional Service Contract Terms will and do apply to their contract to the extent that they have not agreed to other terms or agreements that conflict with the Optional Service Contract Terms. Users are solely responsible for deciding whether to use the Optional Service Contract Terms, and Prolinker does not assume any responsibility for any consequence of using the Optional Service Contract Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create
an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. You should seek legal advice from a licensed attorney for your particular needs.
3.2 DISPUTES AMONG USERS
You agree to try to resolve your disputes with other Users by following the dispute resolution process in the
Escrow that apply to your contract.
For disputes arising between Clients and Professionals, you agree to abide by the dispute resolution process that is explained in the Escrow that apply to your particular Service Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Prolinker will not and is not obligated to provide any further dispute resolution assistance.
If Professional or Client seeks an order from an arbitrator or court that might direct Prolinker, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Prolinker, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Prolinker, Prolinker be paid for the reasonable value of the services the order obligates us to undertake.
3.3 CONFIDENTIAL INFORMATION
Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other
Users’ confidential information a secret. Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If Users do not agree to their own confidentiality terms, this Section 3.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract
is never agreed to.
4. PROLINKER FEES
Users agree to pay Prolinker certain fees in exchange for Prolinker providing the Services and agree that Prolinker may collect certain taxes.
4.1 FEES FOR PROFESSIONALS
Membership Fees. Professionals may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees.
If a Professional chooses to withdraw funds in a currency other than U.S. dollars or Euro, Prolinker (or an affiliate) will impose a foreign currency conversion charge, and the rate may differ from rates that are in
effect on the date of the payment. You may be able to obtain a better rate from your bank or financial institution.
Disbursement Fees. Professionals will pay Prolinker a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Prolinker in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is listed on the Site here and is subject to change.
4.2 CLIENT FEES
Clients agree to pay Prolinker a transaction fee of 15% for the use of the Services (including contracting, invoicing, reporting, payment, and dispute resolution services). Client is responsible for paying all Service Fees. When a Client pays a Professional for a Project or when funds related to a Project are otherwise released to a Professional as required by the applicable Escrow (see Section 6.1), Prolinker will credit the Professional Account for the full amount paid or released by the Client, and then subtract and disburse to Prolinker the Service Fee. Client hereby irrevocably authorizes and instructs Prolinker to deduct the Service Fee from the Professional Escrow Account and pay Prolinker on Professional behalf.
Clients may also choose to pay for access to additional features and Services.
4.3 VAT AND OTHER TAXES
Prolinker Fees are exclusive of taxes. Prolinker does not collect taxes it is not required to collect, but Prolinker may be required by applicable law to collect certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection requirements and rates may change based on changes to the law in your area. Any amounts Prolinker is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to Prolinker under the Terms of Service.
4.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Prolinker does not introduce Clients to Professionals. Prolinker offers a platform that enables Professionals to introduce themselves and may from time to time highlight Projects or Professionals that may be of interest. Therefore, Prolinker does not charge a fee when a Professional finds a suitable Client or finds a Project. In addition, Prolinker does not charge any fee or dues for posting or viewing feedback, including Composite Information.
5. PAYMENT TERMS AND ESCROW SERVICES
This section describes how Prolinker’s Escrow Services work and discusses your agreement to pay Professional
Service Fees on Service Contracts, what happens if a Client doesn’t pay, and related topics.
5.1 ESCROW SERVICES
ProLinker provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Prolinker (“Escrow Services”). Prolinker BV is a Dutch corporation and holds an exemption for a license to process Escrow transactions in the Netherlands from the Dutch government. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
5.1.1 ESCROW
We follow what is in the applicable Escrow when we give the money held by us in escrow to the
Professional or back to the Client for a Service Contract.
Prolinker will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow. You acknowledge and agree that ProLinker acts merely as an Internet escrow agent. Prolinker has fully delivered the Escrow Services to you if ProLinker provides the Escrow Services described in this Agreement and the applicable Escrow. ProLinker is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow. Prolinker will release funds from any Escrow Account in reliance on your authorization, this Agreement, and the applicable Escrow or as required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and ProLinker will follow, the Fixed-Price Escrow.
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Prolinker will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow.
If Users enter into a Service Contract, then the Users agree that they will be bound by, and Prolinker will follow, the Escrow applicable to the contract (Fixed Price or Hourly) or the Service Contract After Pay.
5.1.2 ESCROW ACCOUNTS
Prolinker will create and maintain an account to hold funds for you—called an Escrow Account—based
on your needs. You authorize Prolinker to be your escrow agent, which means to hold your funds and to follow your instructions on the funds held in your Escrow Account.
Prolinker will use and release funds deposited in an Escrow Account only in accordance with this Agreement, the applicable Escrow, and applicable law. Depending on your needs and the applicable Escrow, Prolinker will establish and maintain one of two different types of Escrow Accounts:
(A) Client Escrow Account. After entering into a Service Contract (hourly or fixed price), the
first time a Client makes a payment for a Project, Prolinker will establish and maintain a “Client Escrow
Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Prolinker.
(B) Professional Escrow Account. After entering into a Service Contract (hourly or fixed price), the first time a Professional uses the Site to receive payment for a Project, Prolinker will establish and
maintain a “Professional Escrow Account” for Professional to receive payments for Projects, withdraw payments, make payments to Prolinker and issue refunds to Clients.
You hereby authorize and instruct ProLinker to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow. Client and Professional may access current information regarding the status of an Escrow Account on the Site.
5.1.3 PROFESSIONAL APPOINTMENT OF PROLINKER AND SUBSIDIARIES AS AGENT
Professionals authorize Prolinker to act for them to collect and hold payments from Clients.
If you are a Professional and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Prolinker as your agent to obtain funds on your behalf and credit them to your Professional Escrow Account as you agree in the applicable Escrow. Because Prolinker is Professional’s agent, Professional must, and hereby does, fully discharge and credit Professional ’s Client for all payments and releases of funds that Prolinker receives on Professional’s behalf from or on behalf of such Client.
5.1.4 TITLE TO FUNDS
Prolinker, and our Affiliates are not banks. We will safeguard your money and not voluntarily
make your money available to our creditors. Prolinker, and our Affiliates are not banks. ProLinker deposits and maintains all Escrow Account funds in a controlled separated Escrow bank account. Prolinker may utilize an interest bearing escrow trust account to maintain Escrow Account funds in accordance with
applicable laws. Prolinker may transfer funds between interest and non-interest bearing escrow trust accounts but will not release Escrow Account funds except in accordance with applicable Escrow. Any escrow trust account is separate from the operating accounts of Prolinker and each of our Affiliates. ProLinker will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of
a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), Prolinker holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited in it. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Professional concerning the Project, as provided in Title 11 of the United States Code, Section 365(n).
5.1.5 NO INTEREST
You will not earn any interest on the money we hold in your Escrow Account and you understand that we
charge fees for our services, as explained in Section 5. You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. If any interest is earned then you agree that all interest is assigned to Prolinker Inc. In no event will you receive any interest earnings, including if the Project or payment fails, is canceled, or escrow funds are returned to you. Any interest accrued in an escrow trust account may be retained in the interest-bearing escrow account until the end of the current calendar
month. Prolinker, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses
charged, and may receive other compensation in connection with the services we provide as provided in Section 5.
5.1.6 ESCROW AGENT DUTIES
We only agree to do what is described in this Agreement, the applicable Escrow, and the rest of the Terms of Service.
We only agree to perform such duties as are expressly set forth in this Agreement, the applicable Escrow, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service (including this Agreement and the applicable Escrow). We will be under no duty to inquire about or investigate any agreement or communication between Client and Professional, even if posted to the Site. We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or Professional in accordance with this Agreement or the applicable Escrow, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content
of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from any party to this Agreement that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Professional or by a final order or judgment of an arbitrator or court of competent jurisdiction.
5.1.7 ESCROW AGENT RIGHT
We may choose to start a dispute process if there is a disagreement between a Client and a Professional related to an Escrow Account.
We have the right to institute arbitration or other legal proceedings if applicable, including depositing funds held in the Escrow Account with a court of competent jurisdiction, in order to resolve any dispute between Client and Professional related to the Escrow Account. Except as expressly provided, nothing in this Agreement will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which ProLinker may be merged or converted or with which ProLinker may be consolidated, or any corporation or association to which all or substantially all the escrow business of ProLinker may be transferred will succeed to all the rights and obligations of ProLinker as escrow holder and escrow agent under this Agreement and the applicable Escrow to the extent permitted by applicable law.
5.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
This section describes when and how Client payments are made on their contracts with Professionals.
Hourly Contracts. Professional will invoice Client for Professional Fees per contract period through Prolinker, and Client will pay invoices consistent with the Hourly, Bonus, and Expense Payment Agreement with Escrow. When Client approves an Hourly Sheet for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Prolinker or its affiliates Prolinker to charge Client’s Payment Method for the
Professional Fees.
Fixed-Price Contracts. Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer (for the first period or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Professional Fees for a Fixed-Price Contract
under the Fixed Price Service Contract Escrow Client automatically and irrevocably authorizes and instructs Prolinker or its affiliates to charge Client’s Payment Method for the Professional Fees. Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Sheet or request for payment is an authorization and instruction to release payment, as described
more fully in the applicable Escrow.
5.3 DISBURSEMENTS TO PROFESSIONALS ON SERVICE CONTRACTS
This section describes when Professionals receive their funds that we were holding for the Professionals in escrow. Prolinker disburses funds that are available in the applicable Professional Escrow Account and payable to a Professional as described in the relevant Escrow. A Professional can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. Otherwise, except as provided in the following paragraph, Prolinker will automatically disburse available funds no more than ninety (90) days after the Professional Fees are released to the Professional Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Professionals within the United States, or (b) $1,000 for Professional s outside the United States. Except as provided in the following paragraph, when the funds in the Professional Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of: (i) Professional’s request; (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold; or (iii) 180 days after the funds are available in the Professional Escrow Account. If a Professional that is located outside of the United States is not able to withdraw funds due to economic sanctions applicable to Prolinker or our payment partners, or due to Prolinker's payment partners' refusal to service certain geographic areas, Prolinker will suspend automatic disbursement as provided in the prior paragraph and will safeguard such funds in an Escrow Account, or in another suitable account, as determined in Prolinker's sole discretion, until the earlier of (a) the
Professional is able to and does in fact withdraw the funds, or (b) Prolinker is required by law to escheat the funds to an appropriate legal authority, after which the Professional can seek to recover the funds from such authority. Hourly Contracts. Professional Fees become available to Professionals no later than following the expiration of the five-day security period and dispute period.
Fixed-Price Contracts. Professional Fees become available to Professionals no later than following the expiration of the five-day security period. The security period begins after Client accepts work submitted by Professional and approves Payment.
Except as expressly provided in the Terms of Service or the Escrow and as prohibited by applicable law, Prolinker may refuse to process, may hold the disbursement of the Professional Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Professional ’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Professional Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site or is using the Site unlawfully; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we
determine that the hold on the disbursement of the Professional Fees is no longer necessary, Prolinker will release the hold as soon as practicable.
In addition, except as expressly provided in the Terms of Service or the Escrow and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or your Client despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Prolinker (and Prolinker will have the right) to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.
5.4 NON-PAYMENT OR DEFAULT
This section describes the actions Prolinker can take if a Client does not pay fees on time. Prolinker is not
responsible for a Client’s non-payment of fees.
If Client is in “default”, meaning the Client fails to pay the Professional Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Prolinker), Prolinker will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Professional Fees
when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Prolinker within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Prolinker for Professional Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account. If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Professional Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Prolinker upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the
extent permitted by applicable law. At our discretion and to the extent permitted by applicable law, Prolinker or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Prolinker or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution. Prolinker does not guarantee that Client is able to pay or will pay Professional Fees, and Prolinker is not liable for and may reverse Professional Fees if Client is in default or initiates a chargeback of funds with their financial institution. Professional may use the dispute process as described in the applicable Escrow in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Professional chooses. If Prolinker recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section 6.4, Prolinker will disburse any portion
attributable to Professional Fees to the applicable Professional to the extent not already paid by Client or credited by Prolinker through any Payment Protection program.
5.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Clients agree that, once Prolinker charges their Payment Methods, the charge cannot be refunded except on a
condition agreed in the Escrow. Clients agree not to initiate any chargebacks from their credit card
companies, banks, or the like. Client acknowledges and agrees that Prolinker or its affiliates may charge or debit Client’s designated Payment Method for the Professional Fees incurred as described in the applicable Escrow. Once Prolinker or its affiliates charges or debits the Client’s designated Payment Method for the Professional Fees, the charge or debit is non-refundable, except as provided in the applicable Escrow or as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted
by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Professional Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Prolinker or its affiliates may dispute or appeal the
chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.
5.6 PAYMENT METHODS
Clients agree to designate a Payment Method and authorize us to charge that Payment Method.
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes Prolinker, and its payment processing partners as applicable, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Professional Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information. By providing Payment Method information through the Site or by authorizing payments with the Payment Method, Client represents that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Prolinker; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Prolinker is not liable to any User if Prolinker does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Prolinker will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow.
5.7 U.S. DOLLARS, EURO AND FOREIGN CURRENCY CONVERSION
If your Payment Method uses a currency other than U.S. Dollars or Euro, we may show you foreign currency conversion rates for us to change your currency into U.S. Dollars or Euro. The rates we show you may be different than the rates that apply to us and may not be the best rate available to you
The Services operate in U.S. Dollars or Euro depending on your location. If a User’s Payment Method is denominated in a currency other than U.S. Dollars or Euro and requires currency conversion to make or receive payments in U.S. Dollars or Euro, the Site will display foreign currency conversion rates that Prolinker or our other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars or Euro. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars or Euro and Prolinker, or its affiliates, as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, or Affiliates, will charge, debit, or credit the User’s Payment Method in U.S. Dollars or Euro and the User’s
Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. Prolinker and our other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars or Euro or for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
6. NON-CIRCUMVENTION
You agree to communicate through the Site and make and receive payments only through the Site for two years from the date you first identify or meet your Client or Professional on the Site, unless you pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.
6.1 MAKING PAYMENTS THROUGH PROLINKER
You agree to exclusively use Prolinker to make payments for work that arises out of a relationship you made
through Prolinker for two years from the date you first established the relationship.
You acknowledge and agree that a substantial portion of the compensation Prolinker receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “Prolinker Relationship”). Prolinker only receives the Service Fee when a Client and a Professional pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an Prolinker Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not: Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users. Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify Prolinker immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Prolinker here.
You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.
6.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
Prior to entering into a Service Contract, you agree to communicate with other Users exclusively through
Prolinker. The provisions of this Section 7.2 apply to any interaction between Users. Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Prolinker as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find
the contact information of a User outside of Prolinker; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through
other sources, such as going to a website that included an email address or identifying you through social media. You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.
6.3 OPTING OUT
You may opt out of the non-circumvention agreement if you pay a fee.
You may opt out of the obligations in Section 7.1 with respect to each Prolinker Relationship only if the Client or Professional pays Prolinker a Conversion Fee which is a minimum of €1,000 ex VAT and up to €50,000 ex VAT for each Prolinker Relationship, unless Client and Professional have had an Prolinker Relationship for at least two (2) years.
The Conversion Fee may be calculated differently for Prolinker Relationships when the Client is an Business or Enterprise Client.
To learn more about the Conversion Fee or how to pay it visit our Help Center here.
You understand and agree that if Prolinker determines that you have violated Section 7, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of Prolinker’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
You agree that the Conversion Fee is 13.5% of the estimated earnings over a twelve (12) month period, which is
calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly rate charged by the Professional on any Service Contract with the Client, if any; or (b) if there is no hourly rate on a Service contract, the hourly rate in the Professional ’s profile when the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to the Transaction Fee. If Client and Professional have had an Prolinker Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes. The Conversion Fee is not refundable. Prolinker will apply a discount on the Conversion Fee that is equal to the total amount of Transaction Fees that Client has paid to Prolinker in the preceding twelve (12) months on each marketplace Service Contract between the Client and the Professional . In no event shall the Conversion Fee be discounted below the minimum of €1,000 ex VAT.
7. RECORDS OF COMPLIANCE
You agree to make and keep all required records.
You are solely responsible for creation, storage, and backup of your business records. You agree that Prolinker has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.
8. WARRANTY DISCLAIMER
We are not responsible for the quality, safety, or reliability of our Services.
Prolinker and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Prolinker and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
9. LIMITATION OF LIABILITY
Any liability we may have to you is limited.
Prolinker is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your
need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
Additionally, in no event will Prolinker, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not
limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business
opportunities. The liability of Prolinker, our affiliates, our licensors, and our third-party service providers to any
User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not
exceed the lesser of: (a) $2,500 or (b) any fees retained by Prolinker with respect to service contracts on which
User was involved as Client or Professional during the six-month period preceding the date of the claim.
These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in
connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence),
strict liability, or otherwise, even if Prolinker has been advised of the possibility of such costs or damages and
even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
10. RELEASE
You agree not to hold us responsible for any dispute you may have with another User.
In recognition of the fact that Prolinker is not a party to any contract between Users, you hereby release Prolinker, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Professional Services provided to Client by a Professional and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow.
To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release will not apply to a claim that Prolinker failed to meet our obligations under the Terms of Service.
11. INDEMNIFICATION
If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as
described below. You will indemnify, defend, and hold harmless Prolinker, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Professional as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority
to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’
fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
12. AGREEMENT TERM AND TERMINATION
This section discusses when and how long this Agreement will last, when and how either you or Prolinker can
end this Agreement, and what happens if either of us ends the Agreement.
12.1 TERMINATION
You and Prolinker both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.
Unless both you and Prolinker expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to info@prolinker.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.
You agree that Prolinker is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you thereby instruct Prolinker to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Prolinker will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Prolinker for any Services or such other amounts owed under the Terms of Service and to any Professional s for any Professional Services. Without limiting Prolinker’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Prolinker’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Prolinker decides to temporarily or permanently close your account, Prolinker has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Prolinker will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.
12.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Prolinker expressly disclaims liability. Prolinker may retain some or all of your Account information as permitted or required by law and the Privacy Policy.
12.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Prolinker from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.
13. DISPUTES BETWEEN YOU AND PROLINKER
Section 13 discusses your agreement with Prolinker and our agreement with you about how we will resolve any
disputes between us, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally.
Please read the following paragraphs carefully because they require you and us to agree to resolve most all
disputes between you and us through binding individual arbitration.
13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Prolinker or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.
Accordingly, unless you opt out as provided in Section 13.4.4 below, you, Prolinker, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Prolinker (including without limitation any claimed employment with Prolinker or one of our Affiliates or successors), the termination of your relationship with Prolinker, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”).
Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision. By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”)).
13.2 CHOICE OF LAW
This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions; provided, however, that any Claims made by any Professional located within the United States will be governed by the law of the state in which such Professional resided at the time the dispute arose.
However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
13.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Prolinker agree to first notify each other of the Claim. You agree to notify Prolinker of the Claim by email to info@prolinker.com, and Prolinker agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Prolinker then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Prolinker, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Prolinker will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.
13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
This Arbitration Provision applies to all Users located in or who reside in the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Prolinker, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
13.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Prolinker ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement. This Arbitration Provision is intended to apply to the
resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided in this Agreement, arbitration will be conducted in Delaware in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Professionals that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Professional is located in accordance with the JAMS
Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and Prolinker will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This Arbitration Provision does not apply to litigation between Prolinker and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 13.4.4 below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 13 unless all parties to that arbitration consent in writing to that amendment. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits. Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government Client, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government Client of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in
arbitration. Prolinker will not retaliate against you for filing a claim with an administrative Client or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
13.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable, except as set forth in Section 13.4.3 below.
13.4.3 CLASS AND COLLECTIVE WAIVER
Private attorney general representative actions under the Delaware Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Prolinker agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be
considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You and Prolinker agree that you will not be retaliated against as a result of your filing or participating in a class or collective action in any forum. However, Prolinker may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such
class or collective actions or claims.
13.4.4 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 13 by notifying Prolinker in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Prolinker by mail that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to info@prolinker.com.
Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 13.4.4, continuing your relationship with Prolinker constitutes mutual acceptance of the terms of this Arbitration Provision by you and Prolinker. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
13.4.5 Enforcement of this Arbitration Provision
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
14. GENERAL
Additional terms of the agreement between you and Prolinker, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.
14.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is a Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of Prolinker (“Premium Agreement”), in
which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement.
14.2 MODIFICATIONS; WAIVER
We may modify these terms and will provide you reasonable advance notice of substantial changes.
Subject to the conditions set forth herein, Prolinker may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Prolinker will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees
charged by Prolinker, Prolinker will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Prolinker unless they are agreed in a written instrument signed by a duly authorized representative of Prolinker or posted on the Site by Prolinker. Email will not constitute a written instrument as contemplated by this Section 13.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
14.3 ASSIGNABILITY
You may not transfer any rights you have under our Terms of Service unless we give you approval
These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section.
In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or
substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Prolinker per mail or via
email to info@prolinker.com that includes (a) your Account username, (b) your name, (c) your address, (d) your
telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Prolinker does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Clients.
No other assignments are valid without Prolinker’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
14.4 SEVERABILITY; INTERPRETATION
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other
jurisdiction.
14.5 FORCE MAJEURE
When certain circumstances beyond your or our control arise, we both will be temporarily relieved from
performing our obligations under this Agreement. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and
regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
14.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
14.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Prolinker makes no representations that the Site or Services are appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import
regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked
Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.
14.8 CONSENT TO USE ELECTRONIC RECORDS
Prolinker and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Prolinker and its Affiliates rather than in paper form.
15. DEFINITIONS
Below we define capitalized terms that appear in this Agreement or other parts of the Terms of Service. Other
capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font. Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the
Terms of Service.
“Client” means any authorized User of the Site or Site Services, including Service Contracts, to seek or obtain Professional Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Professional or Client;
(b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow Account” means Client Escrow Account, Professional Escrow Account, or Fixed-Price Escrow Account.
“Escrow” means the Escrow agreement that is relevant to the Service Contract.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Professional, prior to the commencement of a Service Contract, for the completion of all Professional Services contracted by Client for such Service Contract.
“Professional” means any authorized User of the Site or Site Services, including Any Hire Services, that utilizes the Site to advertise, provide, or receive payment for the provision of Professional Services to Clients, including Client Member Accounts and Professional Accounts that are part of Client Accounts.
“Professional Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Sheet (the number of hours
invoiced by Professional , multiplied by the hourly rate charged by Professional ); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Professional ; and (c) any bonuses or other payments made by a Client to a Professional . “Professional Services” means all services performed for or delivered to Clients by Professionals. “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Professional .
“Hourly Sheet” means the report of hours invoiced for a stated period by a Professional for Professional Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Prolinker, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Prolinker may accept from time to time in our sole discretion through one of our payment processors such as Adyen or Stripe.
“Project” means an engagement for Professional Services that a Professional provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Professional governing the Professional Services to be performed by a Professional for Client for a Project;
“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.
“Prolinker App” means the online platform accessed using Prolinker’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Prolinker, including such content or information that is originally generated through the use of generative AI tools or as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Professional agrees to create for, or actually delivers to, Client as a result of performing the Professional Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Hourly, Bonus, and Expense Payment Agreement with Escrow

If Client and Professional enter into an Hourly Contract, if Client makes a bonus or expense payment to Professional, this Hourly, Bonus, and Expense Payment Agreement with Escrow (“Agreement”)
applies.
To the extent permitted by applicable law, we may modify this Agreement, and the Escrow it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. The Escrow in this Agreement do not apply to Fixed-Price Escrow Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts. Escrow services are provided by ProLinker BV (“ProLinker”) pursuant to the local Dutch law under the exemption for license given by the local governmental institution “De Nederlandsche Bank”.

1. DIGITAL SIGNATURE
By clicking to accept an Hourly Contract or make a bonus payment, Client and Professional are deemed to have executed this Agreement electronically, effective on the date Professional clicks to accept an Hourly Contract.
Doing so constitutes an acknowledgement that Client and Professional agree to conduct the transaction electronically, and are able to electronically receive, download, and print this Agreement and the Escrow it contains.
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.1 PERIOD HOURLY SHEETS
For Hourly Contracts, the Period billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC.

Hourly sheets for hours recorded on ProLinker on the platform are generated each Monday following the week in which the hours were billed (the "Hourly Sheet Deadline"). Professional irrevocably authorizes and instructs ProLinker, as its agent, to (i) create an hourly sheet on behalf of Professional for payment due based upon the hours that the Professional recorded on the platform before the Hourly Sheet Deadline (such invoice, the "Hourly Sheet"); and (ii) submit the Hourly Sheet on behalf of Professional to Professional's Client for payment. For the avoidance of doubt, the “Hourly tracking” is the section of ProLinker where hours can be recorded on an Hourly Contract. By recording time on the platform and allowing an Hourly Sheet to be created based on the time recorded, Professional represents and warrants that (y) Professional has completed the applicable Professional Services fully and satisfactorily; and (z) the hours Professional reports are true, accurate, and complete.

2.2 HOURLY SHEET REVIEW
Client must review and approve or dispute the Hourly Sheet by 11:59 PM UTC of the Friday following submission of the Hourly Sheet. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all of the time invoiced on the Hourly Sheet.
On the Friday of the week following submission of the Hourly Sheet, Client will be deemed to have approved all undisputed amounts on the Hourly Sheet, and irrevocably instructed ProLinker to release escrow funds as described in this Agreement.
3. ADDING EXTRA HOURS
Professional may also add extra hours when entering the hours for each period.
When Client clicks to pay a payment, period or milestone to Professional, Client irrevocably instructs ProLinker to and ProLinker will release escrow funds as described in this Agreement.
4. INSTRUCTIONS TO PAY IRREVOCABLE
Client’s instruction to ProLinker and its wholly owned subsidiaries to pay a Professional is irrevocable. Such
instruction is Client’s authorization to transfer funds to Professional from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Professional, ProLinker will transfer funds to the Professional and that ProLinker and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once ProLinker or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.
5. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
In addition, ProLinker is authorized to and will release applicable portions of the Client Escrow Account (each
portion, a “Release”) to the Professional Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Professional Escrow Account, in accordance with Professional’s and Client’s instructions, as applicable, these Escrow, and the other Terms of Service.
5.1 RELEASE CONDITIONS
As used in these Escrow, “Release Condition” means any of the following:
1. Client and Professional have submitted joint written instructions for a Release.
2. Client has approved all or a portion of the Professional's Hourly Sheet. This Release Condition will only apply to amounts invoiced by the Professional that Client has approved. Client’s failure to dispute an Hourly Sheet, or a portion of an Hourly Sheet, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow, constitutes approval by the Client for purposes of this Release Condition.
3. ProLinker reviews Client's dispute of amounts invoiced on Professional's Hourly Sheet for an Hourly Contract with Platform pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client's instructions.
4. Client initiates a Dispute with respect to Professional's Hourly Sheet for an Hourly Contract without Work
Diaries pursuant to this Agreement and Client and Professional resolve the dispute without the assistance of
ProLinker.
5. Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in
which case the funds will be released in accordance with such order.
6. We believe, in our sole discretion, that fraud, an illegal act, or a violation of ProLinker's Terms of Service has
been committed or is being committed or attempted, in which case Client and Professional hereby irrevocably
authorize and instruct ProLinker to take such actions as we deem appropriate in our sole discretion and
in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to
return the funds associated with such acts to their source of payment.
6. PAYMENT PROTECTION
ProLinker provides limited payment protection to Users as detailed in this Section 6 ("Hourly Payment Protection").
6.1 FOR PROFESSIONALS
In the rare event that a Professional’s Client does not make payment for legitimate services performed by a Professional, ProLinker will provide Hourly Payment Protection to the Professional as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Professional to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Professional only if all of the following criteria are met in ProLinker's sole discretion:
1. Both Client and Professional must have agreed to use Platform upon acceptance of the Hourly Contract,
as part of the terms.
2. Client must have an Account in good standing and a valid and verified Payment Method at the start of the
Hourly Contract, and must agree to automatically pay for hours billed by Professional through Platform.
3. Professional's Account must be in good standing at the time of the payment at issue, including, for example,
completion of the identity verification process, tax information, and any other similar requests or
requirements.
4. Professional must have enabled and used the platform to document any and all hours covered by the Hourly
Payment Protection for Professionals.
5. Prior to any Hourly Sheet being submitted, Professional must have demonstrated work done related to the Hourly Contract.
6. The demonstrated work done must be clearly related to the applicable Hourly Contract
requirements or Client instructions.
7. The number of hours billed in the platform must be within the hours authorized in the Hourly Contract for
the week.
8. Within five days after notification of rejected or unpaid time, Professional must submit a Dispute specifically
identifying the documented work not otherwise paid for by their Client through the Escrow Services.
ProLinker will investigate and determine in its sole discretion whether the above terms and conditions are met.
Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) added extra hours; (e) time added after Client has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Contracts; (f) any payments on Hourly Contracts where
the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (g) hours billed by Professionals whom ProLinker believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (h) Professionals whom ProLinker believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.
The maximum rate per hour protected by ProLinker to Professional under the Hourly Payment Protection for Professionals is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Professional on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Professional's area (such determination to be made in ProLinker's sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Professionals for the life of a relationship between the same Client and Professional is $2,500 or 50 hours logged in The platform at Professional's average hourly rate billed to Client, based on whichever is less.
6.2 FOR CLIENTS
Professional authorizes and instructs ProLinker to adjust the Hourly Sheet to remove invoiced hours that are not (a) clearly related to either the Hourly Contract terms or work agreed to by the Client, and (b) within the hours authorized in the Hourly Contract for the week, subject to and conditioned on the following terms:
Both Client and Professional must agree to use the platform as part of the Hourly Contract terms.
Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Professional in the Hourly Sheets. Within the Hourly Sheet Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the contract.
ProLinker will investigate and determine in its sole discretion whether the above terms and conditions are met.
Hourly Protection for Clients only protects Client from the obligation to pay for Professional’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the contract. Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) hours billed by Professionals who are aware of or complicit in another User's violation of this Agreement or the Terms of
Service.
7. DISPUTES BETWEEN CLIENT AND PROFESSIONAL
7.1 DISPUTES INITIATED VIA THE PLATFORM
For Hourly Contracts, Client may dispute Professional’s hours invoiced on the Hourly Sheet for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the Period invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Sheet of every Hourly Contract on a Period basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Professional Services and Professional Fees and can no longer dispute them. Disputes handled by ProLinker can only address the hours billed, not the quality of the Professional Services or the Work Product provided under Hourly Contracts. If Client disputes Professional’s hours invoiced in the Hourly Sheet under an Hourly Contract during the Dispute Period, Client and Professional are encouraged to resolve the dispute between themselves. If Client and Professional fail to come to a resolution, ProLinker will promptly investigate the
Hourly Sheet and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Professional’s instructions in these Escrow. ProLinker's determination of such dispute shall be final. If Client’s payment is unsuccessful, ProLinker will review the Period Invoice to determine if it qualifies for Hourly Payment Protection. If ProLinker, in its sole discretion, determines that the Period Invoice qualifies for Hourly Payment Protection, it will make payment to the Professional to cover the Hourly Sheet on behalf of the Client. In the event that ProLinker makes payment on behalf of the Client, Professional hereby irrevocably assigns any right, title or interest in any payment from Client to ProLinker for the amount paid by ProLinker. Client may choose to approve Professional’s Period Invoice prior to the end of the Dispute Period thereby releasing payment for the Period Invoice. If Client releases payment to Professional prior to the end of the Dispute Period, Client certifies that it approves the Period Invoice, accepts the work, and waives any further right to dispute the work or Period Invoice through ProLinker's Dispute Assistance (defined below).
You acknowledge and agree that ProLinker or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Professional. You further acknowledge and agree that ProLinker and Affiliates are not and will not be a party to any dispute between a Client and Professional over an Hourly Sheet or Hourly Contract. Clients may not dispute hours worked with respect to any worker engaged as an employee through ProLinker Payroll. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Sheet for the prior week for Hourly Contracts where the Client has one or more Service Contracts.
7.2 PROLINKER DISPUTE ASSISTANCE
Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Professional. If Client or Professional contacts ProLinker via support ticket within 30 days of the date of the last payment from Client to Professional and requests non-binding dispute assistance for any dispute among them (a “Dispute”), ProLinker will attempt to assist Client and Professional by reviewing the Dispute and proposing a mutual, nonbinding resolution. ProLinker will only review the 30 days of work performed prior to the date a User requests Dispute Assistance. The ProLinker Disputes team will notify Client and Professional via ticket by providing a notice of dispute along with a request for information and supporting documentation. If both Client and Professional respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review. The proposed resolution is non-binding; Client and Professional can choose whether or not to agree to it. If Client and Professional agree in writing to the proposed resolution, Client and Professional agree that ProLinker is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
If Client or Professional rejects ProLinker’s proposed, non-binding resolution then Client and/or Professional must pursue the Dispute independently. ProLinker reserves the right to review the Professional’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct ProLinker to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Platform or violations of the Terms of Service during its review of the work.
8. REFUNDS AND CANCELLATIONS
Client and Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Professional may issue a refund via the ProLinker platform up to the full amount paid on the Hourly Contract.
9. SERVICE FEES FOR ESCROW FUNDS RELEASED
FOLLOWING DISPUTE ASSISTANCE
All Escrow funds released under Section 7.2 of these Escrow are subject to the normal Service Fees
associated with Escrow Accounts, as detailed in the User Agreement and these Escrow.
10. NOTICES
All notices to a User required by these Escrow will be made via email sent by ProLinker to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with ProLinker, for checking their registered email address and for responding to notices sent by ProLinker to the User’s registered email address.
11. COOPERATION WITH THE DISPUTE ASSISTANCE
PROGRAM
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance program must be resolved in accordance with the terms in the Dispute Assistance program. All claims filed or brought contrary to the Dispute Assistance program will be considered improperly filed, unless otherwise required by law, and ProLinker will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as ProLinker deems appropriate in its sole discretion.
12. ABUSE
ProLinker, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if ProLinker believes you may be abusing the Dispute Assistance program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any contracts that existed prior to termination will be subject to the Terms of Service.
13. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
ProLinker and Affiliates merely provide a platform for Internet payment services. ProLinker and Affiliates do not have any responsibility or control over the Professional Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem ProLinker or any Affiliate as Client’s or Professional’s agent with respect to any professional Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, ProLinker does not guarantee the performance, functionality, quality, or timeliness of Professional Services or that a Client can or will make payments.

Fixed Price Service Contract Escrow

If a Client and a Professional (defined below) enter into a Fixed-Price Contract on the ProLinker site, these Fixed Price Service Contract Escrow (“Escrow”) apply. These Escrow govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow. To the extent permitted by applicable law, we may modify these Escrow without prior notice to you, and any revisions to these Escrow will take effect when posted on the Site unless otherwise stated. The version of these Escrow in effect on the date any Fixed-Price Contract is entered into apply to that contract. Please check the Site often for updates.
These Escrow hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow are defined in the User Agreement or elsewhere in the Terms of Service, or have the meanings given such terms on the Site. For purposes of these Escrow, the term “Professional” means a User with a Professional account.
Escrow services are provided by ProLinker BV (“ProLinker”) pursuant to the local Dutch law under the exemption for license given by the local governmental institution “De Nederlandsche Bank”.

1. DIGITAL SIGNATURE AND COMMUNICATIONS
By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Professional are deemed to have executed these Escrow electronically, effective on the date Professional clicks to accept the engagement, pursuant to California Civil Code Section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Professional agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow. All references to the Escrow in these Escrow will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract. Client and Professional agree that any written communications required herein may be provided electronically, including by
email or support ticket, if applicable. Any communication sent to ProLinker via U.S. mail or similar service will be deemed timely if received by ProLinker by the applicable deadline.
2. ACCEPTANCE OF ESCROW
Once a Client and Professional have agreed to a Service Contract, and the Client and Professional have selected “Agree” on
the send offer, accept offer, or pages relating to the Service Contract to accept the Terms of Service (including these Escrow), these Escrow constitute a binding agreement between Client, Professional, and ProLinker (collectively, the “Parties”). Client and Professional must execute (by digital signature or by a method mutually agreed upon by both parties), and ProLinker must agree to, any supplemental instruction or addition, deletion or alteration thereto in writing (collectively the “Supplemental Escrow Instruction”). ProLinker reserves the right to reject any Supplemental Escrow Instruction.
3. DEPOSIT OF FUNDS INTO ESCROW
By sending a contract offer to Professional or accepting a contract offer from Professional, Client agrees to deposit funds for the amount of the first Milestone (as defined on the Site), or, if there are no Milestones, the full amount of the Service Contract. Additional Milestones may be funded on the same contract by Client by selecting the button to add an additional Milestone or to activate the next Milestone on the Site. Funds deposited by Client remain in the Client Escrow Account until they are released to the Professional Escrow Account or released to Client Escrow Account. ProLinker will release funds held in escrow pursuant to Section 4 of these Escrow (Release and Delivery of Amounts inEscrow).
4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Professional irrevocably authorize and instruct ProLinker to release applicable portions of the Fixed-Price Escrow Account (each portion, a “Release”) to the Professional Escrow Account or Client Escrow Account, as applicable, based on the instructions described in this Section 4 (each such instruction, a “Release Condition”), or as otherwise required by applicable law or expressly permitted by the Terms of Service. The amount of each Release will be delivered to the applicable Escrow Account in accordance with Professional’s or Client’s instructions, these Escrow, and the other Terms of Service. All funds released pursuant to these Escrow are subject to the applicable fees as described in Terms of Service.
4.1 RELEASE OF FUNDS TO PROFESSIONAL
Professional and Client authorize and instruct ProLinker to immediately release funds to the Professional Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow:
1. Client affirmatively selects the option to release funds for a Milestone or Service Contract to Professional.
2. Client does not take any action for 14 calendar days from the date of Professional’s Release request, in which
case Professional and Client agree that ProLinker is authorized and instructed to immediately release to
Professional the amount associated with the applicable Milestone in connection with such Release request.
3. Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting a Release to Professional
Escrow Account, and ProLinker has agreed to the Supplemental Escrow.
4. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the
Dispute Assistance Program, and Professional has agreed to Arbitration and submitted its Arbitration Payment.
5. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with
the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of
Professional or to the extent the award is in favor of Professional.
7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Professional, in whole or in part, to the extent required by the order.
8. A condition to release funds to Professional described elsewhere in these Escrow applies.
4.2 RELEASE OF FUNDS TO CLIENT
Professional and Client authorize and instruct ProLinker to immediately release funds to the Client Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow:
1. Professional cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as
described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow.
2. Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting a Release to the Client
Escrow Account, and ProLinker has agreed to the Supplemental Escrow.
3. Client and Professional agree to close the Service Contract without release of funds to the Professional Escrow Account.
4. Professional has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute
Assistance Program.
5. Professional has failed to timely respond to a request for a refund submitted through the platform, Notice of
Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow
Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of
Client or to the extent the award is in favor of Client.
7. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.
8. A condition to release funds to Client described elsewhere in these Escrow applies.
9. For Service Contracts entered through Project Catalog, Client has failed to respond to a request for project
requirements within 48 hours, at which point any funds in escrow will be released to Client and the contract
will be closed.
4.3 DORMANT ENGAGEMENTS
To be fair to Clients and Professionals, ProLinker has a procedure for Fixed-Price Contracts that appear to be Dormant Engagements (as defined below). For purposes of determining dormant status, “activity” means a change to the Service Contract, including Milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, or actions under the Dispute Assistance Program.
A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive calendar days after the last Milestone date contained in the Service Contract terms (“Dormant Date”). Dormant Engagements are subject to the following rules:
1. ProLinker will notify Client when the Fixed-Price Contract becomes Dormant.
2. If the Client does not take any action within 7 calendar days after the Dormant Date and notification, ProLinker will notify Professional that the Fixed-Price Contract is Dormant (“Professional Notice of Dormant Engagement”).
3. If Professional submits a Release request within 7 calendar days after the Professional Notice of Dormant
Engagement and Client does not take any action for 14 calendar days from the date of the Release request,
Professional and Client authorize and irrevocably instruct ProLinker to immediately release to Professional
the amount related to the Milestone with the Release request.
4. If neither Professional nor Client take any action for 7 calendar days after the Professional Notice of Dormant
Engagement, Professional and Client authorize and irrevocably instruct ProLinker to immediately release
escrow funds to the Client Escrow Account.
4.4 REFUNDS AND CANCELLATIONS
Client and Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in Escrow, Client and Professional have the ability to cancel the Service Contract by clicking to close the Service Contract. If funds are held in Escrow, refunds and cancellations must be initiated by Client or Professional by following the steps in this Section.
4.4.1 REFUNDS AND CANCELLATIONS BY PROFESSIONAL
If Professional wants to cancel a Service Contract with funds held in Escrow, Professional must select “End Contract” on the ProLinker platform. When Professional ends the Service Contract on the ProLinker platform, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time.
Professional may issue a refund to Client up to the amount paid on a Service Contract in the past 180 days by selecting “Give a Refund” on the ProLinker platform. Professional may not issue a refund in an amount greater than the combined amount of funds held in Professional Escrow Account, funds for transactions pending to be placed in the Professional Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Professional agrees that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all Escrow funds currently held in the Professional Escrow Account and such funds as may be placed into the Professional Escrow Account once the funds are available, until the entire refund is provided to Client.
4.4.2 CANCELLATIONS BY CLIENT
If Client wants to cancel a Service Contract with funds held in Escrow, Client must select “End Contract” on the ProLinker platform. Professional must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Professional approves the cancellation, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that
time. If Professional is using the Site on a mobile device and does not have the ability to select the option to approve or dispute the cancellation on the mobile website or application, Professional must dispute Client’s cancellation via support ticket within 7 calendar days. If Professional takes no action within 7 calendar days from the date notification of the cancellation is sent to Professional by ProLinker, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time. If Professional disputes the cancellation, Professional and Client will be offered ProLinker Dispute Assistance (as described in Section 6).
4.5 VIOLATION OF PROLINKER TERMS OF SERVICE OR LAW
Professional and Client acknowledge and agree that if, in ProLinker’s sole discretion, ProLinker believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Client and Professional irrevocably authorize and instruct ProLinker to take such actions as deemed appropriate, in ProLinker’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment, as further described in Section 6.3 of the User Agreement. This Section 4.5 allows ProLinker—as permitted by law but otherwise in its sole discretion—to return funds to Client’s Payment Method, continue to hold funds in Escrow, release funds to the Professional Escrow Account, or to turn funds over to third parties such as law enforcement.
5. INSTRUCTIONS IRREVOCABLE
Client and Professional are deemed to and hereby agree that the instruction to ProLinker and its wholly owned
subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow. Without limiting the foregoing, Client’s instruction to ProLinker and its wholly owned subsidiaries to release payment to Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to the Professional Escrow Account from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Professional Escrow Account, ProLinker will transfer funds to the Professional Escrow Account and that ProLinker, ProLinker, and other Affiliates have no responsibility to and may
not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow and the Terms of Service, Client agrees that once ProLinker or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable. Client and Professional further agree that the only manner in which an instruction to ProLinker is revocable is if Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting that ProLinker take specific action with respect to the funds in its possession, and ProLinker has agreed to the Supplemental Escrow.
6. DISPUTE ASSISTANCE PROGRAM
If Client and Professional fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, ProLinker provides the dispute assistance program administered by ProLinker and described in this Section 6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If the funds in dispute are held in Escrow, the Dispute Assistance Program will proceed as described in Section 6.1. If the funds in dispute have been released, the Dispute Assistance Program will proceed as described in Section 6.2. The Dispute Assistance Program is not available for disputes filed or initiated past the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute Assistance Program is offered as a form of non-binding assistance to facilitate communication and potential resolution of disputes between clients and Professionals. The Dispute Assistance Program as administered by ProLinker in this Section 6 does not evaluate the quality or functionality of work and cannot render binding judgment or determination
as to the parties’ respective rights to the disputed funds. Fixed-Price Contracts with Enterprise Clients or ProLinker Business Clients are not subject to Sections 6 and 7, regarding ProLinker’s Dispute Assistance Program and Arbitration, respectively.
6.1 DISPUTE OF FUNDS IN ESCROW
This Section applies to disputes filed by Clients or Professionals over funds that are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The scope of the Escrow Dispute may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below:
1. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have
been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over
funds that have been released from Escrow may be eligible for the Dispute Assistance Program, as
described more fully below in Section 6.2.
2. Filing A Dispute
a. Professionals & Agencies: Professionals and Agencies may initiate an Escrow Dispute when a Client
ends the project with an escrow balance or a Client fails to release a Milestone payment, despite any
purported delivery of work.
b. Clients: Clients may initiate an Escrow Dispute by requesting an Escrow refund on the platform or by
releasing a partial milestone payment. If the Professional or Agency disputes the Escrow refund or
offers a partial Escrow refund that is subsequently rejected by the Client, the case will be referred to
the Dispute Assistance Program.
3. Notice of Escrow Dispute: Once a dispute has been filed, the Escrow dispute team that administers the
Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Professional in writing of the
Escrow dispute via ticket and request information and supporting documentation from the parties (“Notice of
Escrow Dispute”).
4. Lack of Participation: Client and Professional must respond to the Notice of Escrow Dispute within 5 calendar
days. If one party does not timely respond to the Notice of Escrow Dispute, Client and Professional agree that
the lack of timely response acts as an irrevocable authorization and instruction to ProLinker to release
the funds in Escrow from the non-responding party to the responding party.
5. Non-Binding Assistance: After both Client and Professional respond to the Notice of Escrow Dispute, the
Escrow Disputes Team will review the documentation submitted and any information available on the Site that
pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help
assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or
functionality of work and cannot render binding judgment or determination as to the parties’ respective rights
to the disputed funds.
6. Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client
and Professional, and if Client and Professional agree in writing to the resolution, Client and Professional agree
that ProLinker is authorized and irrevocably instructed to immediately release Escrow funds in
accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.
7. No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice
of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution
between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will
issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in
Section 7 below.
6.2 DISPUTE OF FUNDS RELEASED
This Section applies to disputes filed by Clients or Professionals over funds that have been released from Escrow as of the
date the dispute is filed (“Dispute Mediation”). The scope of the Dispute Mediation may cover any portion of or the entirety
of the Fixed Price Contract and any Milestone previously funded, approved, and released. The Dispute Assistance
Program for Dispute Mediation will be administered as set forth below:
1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that
funds in Escrow have been released to the Professional in order to be eligible for the Dispute Assistance
Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30
days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance
Program.
2. Initiating Dispute Mediation:
a. Requesting a Refund: Clients may initiate Dispute Mediation for disputes over funds that have been
released from Escrow by requesting a refund on the platform. If the Professional rejects the request for
a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the
dispute will be referred to the Dispute Assistance Program.
b. Contacting Support: In addition to the above method, any User may contact ProLinker Support for
assistance initiating Dispute Mediation.
3. Notice of Dispute Mediation: Once a dispute has been initiated, the ProLinker Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Professional of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Professional must respond to the Notice of Dispute Mediation within 5 calendar days. Failure to respond to the Notice of Dispute Mediation within 5 calendar days will result in the suspension of the non-participating party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the non-participating party’s ability to withdraw funds.
4. Non-Binding Assistance: Once both Client and Professional respond to the Notice of Dispute Mediation, the
Dispute Mediation Team will review the documentation submitted and any information available on the Site
that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties
and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the
quality or functionality of work and cannot render binding judgment or determination as to the parties’
respective rights to the disputed funds.
5. Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Professional, and if Client and Professional agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Professional agree that ProLinker is authorized and irrevocably
instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will
result in the closure of the Dispute Mediation ticket.
6. No Resolution: If no resolution of the dispute has been reached within 21 calendar days of the Notice of
Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution
between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will
issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7
below.
7. ARBITRATION
After a “Notice of Non-Resolution” is issued from the ProLinker Dispute Assistance Program, Professional and Client each has the right to demand Arbitration of a Fixed-Price Contract if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. The demand for Arbitration must be communicated to the Escrow Disputes Team or Dispute Mediation Team, as applicable, within 7 calendar days of the date of the Notice of Non-Resolution. In any Arbitration, each of you and the other User is a “Dispute Party,” and collectively you are the “Dispute Parties.” Any Arbitration under this Section 7 will be conducted by a neutral third-party Arbitration service (the "Arbitration Service Provider"), Ejudicate, Inc. d/b/a BRIEF, unless ProLinker chooses another Arbitration service. The Arbitration rules and fees
are set out in Appendix A to these Escrow.
7.1 ARBITRATION INITIATION PROCEDURE
1. Notice of Arbitration Demand: Client and Professional have 7 calendar days after receiving the Notice of Non-Resolution to notify ProLinker via a dispute ticket of their intent to initiate Arbitration and to submit payment. The ProLinker Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Professional and provide the Dispute Parties with information on how to submit Client’s or Professional’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).
2. ProLinker Disputes:
a. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the
matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of
Non-Resolution, Client and Professional agree that ProLinker is authorized and irrevocably
instructed to immediately release the funds in Escrow, if any, to the Client’s primary payment method
on file. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to
enforce their contractual rights, ProLinker may provide contact information on file for Client or
Professional, consistent with ProLinker’s Privacy Policy.
b. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to
Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party
rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days
of the Notice of Non-Resolution (“Non-Participating Party”), Professional and Client agree that ProLinker
Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to
the Participating Party. This will close the Escrow Dispute ticket. To the extent the parties wish to take
legal action to enforce their contractual rights, ProLinker may provide contact information on file for
Client or Professional, consistent with ProLinker’s Privacy Policy.
3. ProLinker Dispute Mediation
a. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the
matter to Arbitration or do not respond to ProLinker’s Notice of Non-Resolution within 7 calendar days,
the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to
enforce their contractual rights, ProLinker may provide contact information on file of Client or Professional,
consistent with ProLinker’s Privacy Policy.
b. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to
Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to
submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-
Resolution, ProLinker will suspend the Non-Participating Party’s User account, as defined in Section 1.4
of the User Agreement, which may impact the Non-Participating Party’s ability to withdraw funds.
4. Arbitration Instructions: If both parties timely submit the Arbitration Payment, ProLinker will instruct the parties
on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated
the Arbitration, ProLinker will provide the Arbitration Service Provider with relevant documentation, including
information collected in the Escrow Dispute or Dispute Mediation process and contents of the Contract Room.
The scope of Arbitration may cover the entirety of the Fixed-Price Contract and all Milestones previously
funded, approved, and released.
7.2 AUTHORIZATION TO COLLECT ARBITRATION FEES
When you electronically authorize payment of the invoice for the Arbitration Payment as emailed to you by ProLinker, you irrevocably authorize and instruct (i) ProLinker or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) ProLinker, as escrow agent, to immediately release that amount from your Escrow Account and pay it to ProLinker. If ProLinker or its Affiliates cannot collect sufficient funds to fulfill the Escrow release instructions for any reason, ProLinker has no obligation with respect to making the payment to ProLinker on your behalf, and you will be considered as not having paid the Arbitration Payment as required by this Section 7.2.
7.3 LIMITATIONS PERIOD FOR ARBITRATIONS
If both Client and Professional fail to demand Arbitration or fail to timely submit the Arbitration payments within 7 calendar days of the Notice of Non-Resolution, then the dispute is no longer eligible for Arbitration under this process, and Client and Professional will be deemed to have irrevocably authorized and instructed ProLinker to, and ProLinker will, release all funds in the Fixed-Price Escrow Account to the Client’s Escrow Account.
7.4 ARBITRATION AWARD
Client and Professional agree that the arbitrator of the Arbitration Service Provider is authorized to decide the Escrow Dispute or Dispute Mediation within its sole discretion. You agree that the arbitrator’s award is final and binding, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to ProLinker, then ProLinker and ProLinker have the right to treat such notice as conclusive and act in reliance thereon.
8. SERVICE FEES FOR ESCROW FUNDS RELEASED
FOLLOWING DISPUTE ASSISTANCE
All Escrow funds released under the Dispute Assistance Program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and these Escrow.
9. NOTICES
All notices to a User required by these Escrow will be made via email sent by ProLinker to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with ProLinker, for checking their registered email address and for responding to notices sent by ProLinker to the User’s registered email address.
10. COOPERATION WITH THE DISPUTE ASSISTANCE
PROGRAM
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, unless otherwise required by law, and ProLinker will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as ProLinker deems appropriate in its sole discretion.
11. ABUSE
ProLinker, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if ProLinker believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of
Service.
12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
ProLinker and Affiliates merely provide a platform for Internet payment services. ProLinker and Affiliates do not have any
responsibility or control over the Professional Services that Client purchases. Nothing in this Agreement deems or will be
interpreted to deem ProLinker or any Affiliate as Client’s or Professional’s agent with respect to any Professional Services, or
expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, ProLinker does not
guarantee the performance, functionality, quality, or timeliness of Professional Services or that a Client can or will make
payments.
APPENDIX A
RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE ARBITRATION SERVICE PROVIDER, BRIEF
This Appendix A summarizes certain pertinent contractual terms that BRIEF has agreed to in providing arbitration services
to Clients and Professionals who choose BRIEF as their arbitrator under the Fixed-Price Escrow. BRIEF is
solely a third-party arbitration service provider. ProLinker and its Affiliates have no direct or indirect affiliate, partnership,
joint venture, ownership or control relationship with or interest in BRIEF, and therefore ProLinker and its Affiliates assume no
responsibility or liability for the services of BRIEF.
ARBITRATOR SELECTION
All Arbitrations by Brief are conducted by a single arbitrator. The arbitrator is selected by Brief based on jurisdiction of the
matter, skillset, experience, impartiality and neutrality, amongst other factors. The arbitrator is required to render a ruling
fairly, independently, impartially and without any conflict of interest. The arbitrator will provide a ruling over the matter, but
cannot provide independent legal advice to any party.
RULES OF THE PROCEEDINGS
1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the
sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
2. The language of the Arbitration will be English.
3. All proceedings will be “on documents,” unless the parties opt for and fund payment for the additional cost of
a live hearing (see fees below). The evidence admissible will consist solely and exclusively of documents and
communications between the parties and related to the contract, and testimony if a live hearing is conducted.
The arbitrator's award will be based on the supporting, relevant, admissible documents and statements. Once
arbitration is initiated, the failure of one party or the other to respond to an arbitrator request or otherwise
continue to participate in the Arbitration will not prevent the arbitrator from making an award.
4. Each party is given an opportunity to submit, in writing or through digital representations, the party’s
testimony and supporting evidence through the BRIEF process and platform. Each party is also given an
opportunity to rebut the other party’s testimony or supporting evidence. All testimony submitted to BRIEF is
submitted under penalty of perjury. Failure to respond to a claim will lead to a waiver of any defenses and
may result in an entry of default.
5. All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete
their submissions.
6. The Arbitration generally will conclude within 30 calendar days from the date of submission to the Arbitration
Service Provider, with reasonable extensions provided only as necessary.
7. All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.
COMMUNICATIONS, DOCUMENTS, AND TESTIMONY
1. All communications between the parties and the arbitrator shall occur over the BRIEF platform. The arbitrator
will not engage in ex-parte communications; rather, communications by either party to the arbitrator will be
shared with all parties.
2. Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the
following document types: .png, .jpg, .jpeg, .pdf.
3. The parties do not engage in direct discovery, including interrogatories, requests for admissions or
production, or depositions. At the arbitrator’s sole discretion, the arbitrator may permit or require the
submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not
required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will
establish the schedule and rules for the submission of such Additional Arguments, including any limits on the
length of such Additional Arguments.
THE AWARD
BRIEF will provide ProLinker and the parties with a written award promptly upon the conclusion of the Arbitration, and in no
event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may
provide written reasons for the Award to the parties. The arbitrator may also issue orders to protect the confidentiality of
proprietary information. Once rendered, an arbitrator’s award is final, and cannot be appealed. The award will only be
modified or edited after it is issued if such change is due to the arbitrator’s error or otherwise at the arbitrator’s discretion.
FEES
The fee for Arbitrations by BRIEF is $675 for claims with less than $20,000 in dispute. An additional fee is assessed for
claims that exceed $20,000, which will be calculated as a percentage of the claim amount. The Client and Professional may
also choose to pay a $450 fee to have a live hearing with the arbitrator as part of the Arbitration; this additional service
and cost is completely optional.
All fees will be collected at the start of the arbitration. For all claims, Client and Professional will each be responsible for
paying $337.50. They will also share the cost of the live hearing if they choose that option. ProLinker will cover the
additional initial costs of each arbitration.

Professional Membership Agreement

This Professional Membership Agreement (“Agreement”) is between you and ProLinker Inc. ("ProLinker")
as described below in Section 1 (Parties). This Agreement is part of and incorporates by
reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.
1. PARTIES
You are entering into this Agreement with ProLinker (also referred to as “we” and “us”).
If you reside in the United States, you are entering into this Agreement with ProLinker inc.. If you reside outside the United States, you are entering into this Agreement with ProLinker BV.
2. PROFESSIONAL MEMBERSHIP PROGRAMS
ProLinker offers several membership programs for Professionals and Clients. For purposes of this Agreement, “Member” or “you” means a Professional or Client participating in a membership program. For the benefits and prices of each membership program visit our “How it works” and Frequently Asked Questions” section. Benefits are subject to change without prior notice. ProLinker reserves the right to change membership fees and benefits per membership in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If ProLinker exercises its right to cancel a membership, we will not refund the membership fee already paid.
3. TAXES
Where applicable, ProLinker Inc. or ProLinker BV may also collect Taxes (such as value added tax (VAT)
in Europe) on membership fees.
4. AUTOMATIC MEMBERSHIP RENEWAL
You must pay your ProLinker membership fees through one of our payment processors such as Stripe or Adyen. The membership billing period begins on the date that we receive payment. ProLinker membership fees are calculated from the beginning of that billing period. ProLinker automatically renews your ProLinker monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to ProLinker on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.
5. CHANGES TO MEMBERSHIP PROGRAM
You can change your membership program at any time, including by moving to an unpaid plan, by going to the Settings section in your account.
If you change your membership program, the new program and new billing period will be based upon the date ProLinker receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership plan as described in this Agreement. ProLinker reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site.
For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

Cookie Policy

This policy describes how ProLinker uses cookies and other related technologies (collectively referred to as “cookies”) when
you interact with us on http://www.ProLinker.com (the “Site”) as set forth in the ProLinker Privacy Policy.
By visiting or using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop or
update your cookie preferences by changing the settings in your browser (more information on how to do this is provided
below) or adjusting the settings at the bottom of the homepage labeled “Cookie Settings”. We may modify this Agreement
without notifying you, so please check back often for updates.
What are cookies?
Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a
computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them, or
by other websites that use the same cookies. First- party cookies are cookies that belong to ProLinker, or are placed on
your device by ProLinker. Third-party cookies are cookies that another party places on your browsing device through our
Site.
What are cookies used for?
Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between
pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also
help ensure marketing you see online is more relevant to you and your interests.
What types of cookies does ProLinker use?
To provide you with the best browsing experience, ProLinker uses the following types of cookies: Strictly Necessary,
Performance, Functional, and Targeting Cookies. You can find out more about each cookie category in the sections
below.
Strictly Necessary Cookies
These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure
areas. Without these cookies, some services you have asked for such as payment submission can’t be provided. These
cookies cannot be switched off in our systems, because they are necessary for Site functionality. While you can set your
browser to block or alert you about these cookies, some or all parts of the Site may not function.
Performance Cookies
These cookies collect information about how you use the Site, for example which pages you go to most often and if you
get error messages from certain pages. These cookies gather only aggregated or anonymous information that does not
identify you.
Functionality Cookies
These cookies allow the Site to remember choices you make (such as your username or the region you’re in). For
instance, the Site uses functional cookies to remember your language preference. These cookies can also be used to
remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be
used to provide services you’ve asked for such as watching a video or commenting on a blog. They may be set by us or
by third party providers whose services we have added to our pages. If you do not allow these cookies then some or all of
these services may not function properly.
Targeting Cookies
These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to
limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign.
They remember that you have visited a website and this information may be shared with other organizations such as
advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere
on the Internet.
How long will cookies stay on my browsing device?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie.
Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device
until they expire or are deleted.
How to control and delete cookies through your browser
The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions
provided by your browser (usually located within the “Help,” “Tools'' or “Edit” functions). Please note that if you set your
browser to disable cookies, you may not be able to access certain parts of the Site ( e.g. to apply for a job or post a job.
Other parts of the Site may also not work properly. You can find out more information about how to change your browser
cookie settings at www.allaboutcookies.org.
Also, you may update your cookie preferences by clicking the “Cookie Settings” button at the bottom of the Site’s
homepage.

Nondiscrimination Statement

ProLinker’s mission is to create economic opportunities so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. ProLinker’s goal is for members of our community to feel welcome on the Site. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on ProLinker by any member of our community. ProLinker does not require Users to violate local laws or take actions that may subject them to legal liability. ProLinker will take actions to enforce this policy. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at info@prolinker.com

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