1. USER AGREEMENT

Effective October 24, 2019

PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Uplancer, Inc. (“Uplancer,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.uplancer.io or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Uplancer App Software License Agreement; API Terms of Use; and the payment instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Payment Instructions; and Fixed-Price Payment Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, Uplancer may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Uplancer 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, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Uplancer, Uplancer 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 or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

TABLE OF CONTENTS

  1. Uplancer Accounts
    1. Registration and Acceptance
    2. Account Eligibility
    3. Account Profile
    4. Account Types
    5. Account Permissions
    6. Identity and Location Verification
    7. Usernames and Passwords
  2. Purpose of Uplancer
    1. Relationship with Uplancer
    2. Taxes and Benefits
    3. Marketplace Feedback and User Content
  3. Contractual Relationship Between Client and Freelancer
    1. Service Contracts
    2. Disputes Among Users
    3. Confidential Information
    4. Third-Party Beneficiaries
  4. Worker Classification and Uplancer Hire
    1. Worker Classification
    2. Uplancer Hire Services
  5. Uplancer Fees
    1. Service Fees for Freelancers
    2. Membership Fees and Connects
    3. Disbursement Fees
    4. Client Fees
    5. VAT and Other Taxes
    6. No Fee for Introducing or Finding Projects
  6. Payment Terms
    1. Payment Services
    2. Client Payments on Service Contracts
    3. Disbursements to Freelancers
    4. Non-Payment
    5. No Return of Funds
    6. Payment Methods
    7. S. Dollars and Foreign Currency Conversion
  7. Non-Circumvention
    1. Making Payments Through Uplancer
    2. Opting Out
  8. Records of Compliance
  9. Warranty Disclaimer
  10. Limitation of Liability
  11. Release
  12. Indemnification
  13. Agreement Term and Termination
    1. Termination
    2. Account Data on Closure
    3. Survival
  14. Disputes Between You and Uplancer
    1. Dispute Process and Scope
    2. Choice of Law
    3. Informal Dispute Resolution
  15. General
    1. Entire Agreement
    2. Modifications; Waiver
    3. Assignability
    4. Severability
    5. Force Majeure
    6. Prevailing Language and Location
    7. Access of the Site Outside the United States
    8. Consent to Use Electronic Records
  16. Definitions

UPLANCER ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that

can be created on the Site, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Uplancer reserves the right to decline a registration to join Uplancer or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

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.

1.2 ACCOUNT ELIGIBILITY

Uplancer offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site 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 the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 CLIENT ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.

1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”).

You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Uplancer may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time 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 Uplancer. You authorize Uplancer, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your 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, but is not limited to, providing official government or legal documents.

1.7 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Uplancer to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the

username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

  1. PURPOSE OF UPLANCER

Section 2 discusses what Uplancer does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.

The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Uplancer provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH UPLANCER

Uplancer merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Uplancer does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Uplancer is not a party to that Service Contract.

You acknowledge, agree, and understand that Uplancer is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Uplancer does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Uplancer does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Uplancer makes no representations about and does not guarantee, and you agree not to hold Uplancer responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Uplancer, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Uplancer will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Uplancer does not, in any way, supervise, direct, or control any Freelancer or

Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Uplancer does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Uplancer involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Uplancer does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Uplancer does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Uplancer does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Uplancer’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Uplancer is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Uplancer; (4) Uplancer does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Uplancer does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Uplancer does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Uplancer does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Uplancer makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Uplancer disclaims any and all liability relating thereto.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) 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.

2.2 TAXES AND BENEFITS

Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Uplancer, and that Uplancer will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Uplancer; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Uplancer is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Uplancer of any such requirement and indemnifying Uplancer for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Uplancer, Freelancer agrees to

promptly cooperate with Uplancer and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Uplancer.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Uplancer to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Uplancer and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Uplancer; Uplancer provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Uplancer post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Uplancer on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Uplancer will make Composite Information available to other Users, including composite or compiled feedback. Uplancer provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Uplancer does not monitor, influence, contribute to or censor these opinions. 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.

Uplancer does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Uplancer is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Uplancer reserves the right (but is under no obligation) to remove posted feedback or information that, in Uplancer’s sole judgment, 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 Uplancer. You acknowledge and agree that you will notify Uplancer of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Uplancer may rely on the accuracy of such information.

  1. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

3.1 SERVICE CONTRACTS

If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter

into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Uplancer is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Uplancer and any Freelancer or a partnership or joint venture between Uplancer and any User.

With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Uplancer’s rights and obligations under the Terms of Service, including this Agreement and the applicable Payment Instructions. 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 Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Uplancer does not assume any responsibility for any consequence of using the Optional Service Contract Terms. 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. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Uplancer expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

Please refer to the Uplancer Hire Agreement for Service Contracts using Uplancer Hire. 3.2 DISPUTES AMONG USERS

For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Payment Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Uplancer will not and is not obligated to provide any dispute assistance beyond what is provided in the Payment Instructions.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. 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 thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

  1. WORKER CLASSIFICATION AND UPLANCER HIRE

Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Uplancer Hire, as detailed below.

4.1 WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Uplancer and a User.

Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Uplancer will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Uplancer has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.

4.2 UPLANCER HIRE SERVICES

Client agrees to enroll in Uplancer Hire if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Uplancer’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Uplancer, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Uplancer Hire Agreement. For all purposes with Uplancer Hire, the employer of Freelancer will be the Staffing Provider and not Uplancer under any circumstances.

Freelancer, acknowledges, understands, and agrees that Uplancer will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Uplancer Site or contact with Uplancer regarding such employment terms. Where Freelancer and Client have enrolled in Uplancer Hire the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.

  1. UPLANCER FEES

Section 5 describes what fees you agree to pay to Uplancer in exchange for Uplancer providing the Site and Site Services to you and what taxes Uplancer may collect, as detailed below.

5.1 SERVICE FEES FOR FREELANCERS

Freelancers pay Uplancer a Service Fee (as defined in this Section 5.1) for the use of the Site. Uplancer charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating Hourly Payment Protection, as described in the applicable Payment Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Payment Instructions (See Section 6.1), Uplancer, Inc. will credit the Freelancer Payment Account for the full amount paid or released, and then subtract and disburse to Uplancer the Service Fee. Freelancer hereby irrevocably authorizes and instructs Uplancer, Inc. to deduct the Service Fee from the Freelancer Payment Account and pay Uplancer on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

5.2 MEMBERSHIP FEES AND CONNECTS

Freelancers pay Uplancer a membership fee if they subscribe for a paid membership and may purchase “Connects”. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing “Connects” as described in and subject to the terms of the Freelancer Membership Agreement.

5.3 DISBURSEMENT FEES

Freelancers may pay Uplancer a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Uplancer in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.

Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.

5.4 CLIENT FEES

Clients pay Uplancer a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.

5.5 VAT AND OTHER TAXES

Uplancer may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the “Taxes“). In such instances, any amounts Uplancer is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Uplancer under the Terms of Service.

5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Uplancer does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Uplancer merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Uplancer does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Uplancer does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

  1. PAYMENT TERMS AND PAYMENT SERVICES

Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Uplancer’s Payment Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.

6.1 PAYMENT SERVICES

Uplancer Inc. provides payment services to Users to deliver and/or receive payment for a Project, and to pay fees to Uplancer (“Payment Services”). The Payment Services are intended for business use, and you agree to use the Payment Services only for business purposes and not for consumer, personal, family, or household purposes.

6.1.1 PAYMENT AGREEMENTS AND PAYMENT INSTRUCTIONS

Uplancer, Inc. will release funds deposited in a Payment Account only in accordance with this Agreement and the applicable Payment Instructions. You acknowledge and agree that Uplancer, Inc. acts merely as an Internet payment agent. Uplancer, Inc. has fully delivered the Payment Services to you if Uplancer, Inc. provides the Payment Services described in this Agreement and the applicable Payment Instructions. Uplancer, Inc. is only obligated to perform those duties expressly described in this Agreement and any applicable Payment Instructions. If you authorize or instruct Uplancer, Inc. to release or make a payment of funds from a Payment Account associated with you, Uplancer, Inc. may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Payment Instructions. In addition, Uplancer, Inc. may release or pay funds from a Payment Account 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 Uplancer, Inc. will follow, the Fixed-Price Payment Instructions.

Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Uplancer, Inc. will follow, the Hourly, Bonus and Expense Payment Agreement with Payment Instructions.

Uplancer Hire Engagements. If Users use Uplancer Hire (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Payment Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.

6.1.2 PAYMENT ACCOUNTS

Uplancer, Inc. will release funds deposited in a Payment Account only in accordance with this Agreement and the applicable Payment Instructions. Depending on your needs and the applicable Payment Instructions, Uplancer, Inc. will release funds into one of three different types of Payment Accounts, subject to the applicable Payment Instructions:

(a) Client Payment Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Uplancer, Inc. will establish and maintain a “Client Payment 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 Uplancer for payment processing and administration fees.

(b) Freelancer Payment Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Uplancer, Inc. will establish and maintain a “Freelancer Payment Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Uplancer for other fees, and issue refunds to Clients.

(c) Fixed-Price Payment Account. When you enter into a Fixed-Price Contract, Uplancer Inc. will establish and maintain a “Fixed-Price Payment Account” to receive, hold, and release payments pursuant to the Fixed-Price Payment Instructions for the Project that is the subject of that Fixed-Price Contract.

You hereby authorize and instruct Uplancer, Inc. to act as payment agent in connection with the Payment 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 Payment Instructions. Client and Freelancer may access current information regarding the status of a Payment Account on the Site.

6.1.3 FREELANCER APPOINTMENT OF UPLANCER INC. AND SUBSIDIARIES AS AGENT

If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Payment Account, you hereby appoint Uplancer, Inc. and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Payment Account as applicable. Because Uplancer, Inc. is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Uplancer, Inc. receives on Freelancer’s behalf from or on behalf of such Client.

6.1.4 TITLE TO FUNDS

Uplancer, Uplancer, Inc. and our Affiliates are not banks. Uplancer, Inc. deposits all Payment Account funds in a payment account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver payment funds under applicable laws and regulations. The payment account is not separate from the operating accounts of Uplancer and each of our Affiliates. Uplancer, Inc. will not voluntarily make funds deposited in the payment 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, § 541(d), Uplancer, Inc. holds for only legal title to, and not any equitable interest in, the payment trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).

6.1.5 NO INTEREST

You agree that you will not receive interest or other earnings on the funds held in your Payment Account. Uplancer, Inc. 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 they provide.

6.1.6 PAYMENT AGENT DUTIES

We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Payment Instructions, 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 Payment Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Payment Instructions, 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 Payment Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Payment Instructions 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. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Payment Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Payment Account until we are directed otherwise in writing by Client and Freelancer.

6.1.7 PAYMENT AGENT RIGHT

We have the right, in our sole discretion, but not the obligation, to institute other legal proceedings, including depositing funds held in the Payment Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Payment Account. Any provision of this Agreement and the applicable Payment Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Payment Account with a court of competent jurisdiction. Any corporation or association into which Uplancer, Inc. may be merged or converted or with which Uplancer, Inc. may be consolidated, or any corporation or association to which all or substantially all the payment business of Uplancer, Inc. may be transferred will succeed to all the rights and obligations of Uplancer, Inc. as payment holder and payment agent under this Agreement and the applicable Payment Instructions without further act to the extent permitted by applicable law.

6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS

For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Uplancer, and Client will pay invoices consistent with the Hourly Payment Instructions. For Fixed-Price Contracts, Client becomes obligated to fund payment immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.

Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Payment Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Uplancer, Inc. to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Uplancer, Inc. to charge Client’s Payment Method for the Freelancer Fees.

6.3 DISBURSEMENTS TO FREELANCERS

Under the relevant Payment Instructions, Uplancer, Inc. disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Uplancer will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Payment Account, unless the amount in the Payment Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Payment 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) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Payment Account.

For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.

Notwithstanding any other provision of the Terms of Service or the Payment Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Uplancer, Inc. may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Payment Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Uplancer, Inc., in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (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 or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Uplancer, Inc. will be authorized to release such hold as soon as practicable.

In addition, notwithstanding any other provision of the Terms of Service or the Payment Instructions 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 used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Uplancer, Inc. to (and Uplancer, Inc. will have the right to) charge the applicable Payment Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. 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 Site and Site Services and close your Account.

6.4 NON-PAYMENT

If Client is in “default”, meaning the Client fails to pay the Freelancer 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 Uplancer), Uplancer 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 Freelancer 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, 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 Uplancer within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Uplancer for Freelancer 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, Uplancer may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer 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 Uplancer 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.

Uplancer or Uplancer, Inc., at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Uplancer or Uplancer, Inc. for Client, 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.

6.5 NO RETURN OF FUNDS

Client acknowledges and agrees that Uplancer, Inc. will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Payment Instructions and that once Uplancer, Inc. charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except 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 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 Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Uplancer or Uplancer, Inc. may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

6.6 PAYMENT METHODS

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Uplancer 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 Freelancer 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.

Payment Methods will be charged by Uplancer, Inc. in most countries.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants 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 Uplancer; 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 and warrants 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.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Uplancer is not liable to any User if Uplancer does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Uplancer 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 Payment Instructions.

6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Uplancer, Uplancer, Inc., or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. 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 and either Uplancer, Uplancer, Inc., or our Affiliates 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, Uplancer, Inc. or one of our Affiliates will charge, debit, or credit the User’s Payment Method in U.S. Dollars 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. Uplancer, Uplancer, Inc., and our 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. Uplancer, Uplancer, Inc., and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Payment Account.

  1. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through Uplancer for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.

7.1 MAKING PAYMENTS THROUGH UPLANCER

You acknowledge and agree that a substantial portion of the compensation Uplancer receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Uplancer only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (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 party or arising out of your relationship with that party (the “Uplancer Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party 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. 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 when acting in that capacity with respect to the other User.

Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:

  • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
  • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
  • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed 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 off the Site.

You agree to notify Uplancer immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Uplancer by sending an email message to: sales@uplancer.io.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2 OPTING OUT

You may opt-out of the obligation in Section 7.1 with respect to each Uplancer Relationship only if the Client or prospective Client or Freelancer pays Uplancer an opt-out fee for each such relationship (the “Opt-Out Fee”).

The Opt-Out Fee is computed as follows

(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and

(b) the greater of:

(i) $3,500; or

(ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or

(iii) all Service Fees that would be earned by Uplancer from the Uplancer Relationship during the Non- Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Uplancer;

(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Uplancer and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Uplancer and you agree that amount shall be used if it is greater than $3,500.

To pay the Opt-Out Fee, you must request instructions by sending an email message to sales@uplancer.io.

If Uplancer determines, in its sole discretion, that you have violated Section 7, Uplancer or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Uplancer’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

  1. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Uplancer upon request. Nothing in this subsection requires or will be construed as requiring Uplancer to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Uplancer’s part to store, backup, retain, or grant access to any information or data for any period.

  1. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPLANCER MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPLANCER DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPLANCER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

  1. LIMITATION OF LIABILITY

Section 10 discusses your agreement that Uplancer usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.

Uplancer 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:

  • your use of or your inability to use our Site or Site Services;
  • delays or disruptions in our Site or Site Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; damage to your
  • hardware device from the use of the Site or Site Services;
  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
  • a suspension or other action taken with respect to your Account;
  • 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
  • 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 UPLANCER, 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 UPLANCER, 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 UPLANCER WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER 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 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.

  1. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that Uplancer is not a party to any contract between Users, you hereby release Uplancer, 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 Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Payment Instructions.

This release will not apply to a claim that Uplancer failed to meet our obligations under the Terms of Service.

  1. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Uplancer, 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) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Uplancer as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes 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 reasonable attorneys’ fees and all related costs and expenses) 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.

  1. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and Uplancer’s agreement about when and how long this Agreement will last, when and how either you or Uplancer can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 TERMINATION

Unless both you and Uplancer 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 herein. You may provide written notice to sales@uplancer.io. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Uplancer is not a party to any Service Contract between Users. Consequently, User understands and acknowledges 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 (a) you hereby instruct Uplancer 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; (c) Uplancer will continue to perform those Site Services necessary to complete any open Project or related 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 Uplancer for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

Without limiting Uplancer’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Uplancer or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Uplancer’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 User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPLANCER DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPLANCER HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPLANCER WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

13.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Uplancer will have no liability whatsoever. Uplancer, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

13.3 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 permitting audits, protecting intellectual property, requiring non- circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Uplancer from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. DISPUTES BETWEEN YOU AND UPLANCER

Section 14 discusses your agreement with Uplancer and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute.

14.1 DISPUTE PROCESS AND SCOPE

If a dispute arises between you and Uplancer or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Uplancer, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Uplancer (including without limitation any claimed employment with Uplancer or one of our Affiliates or successors), the termination of your relationship with Uplancer, or the Site Services (each, a “Claim”) in accordance with this Section 14

14.2 CHOICE OF LAW

These 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 Ohio, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.

14.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for formal dispute resolution of a Claim, you and Uplancer agree to first notify each other of the Claim. You agree to notify Uplancer of the Claim at Attn: Legal, 5335 Bonner Drive, Hilliard, OH 43026 or by email to sales@uplancer.io, and Uplancer agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Uplancer 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 Uplancer, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Uplancer will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

  1. GENERAL

Section 15 discusses additional terms of the agreement between you and Uplancer, 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, as detailed below.

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Uplancer relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Uplancer drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Uplancer because of the authorship of any provision of the Terms of Service.

15.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Uplancer unless in a written instrument signed by a duly authorized representative of Uplancer or posted on the Site by Uplancer. 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.

15.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Uplancer’s prior written consent in the form of a written instrument signed by a duly authorized representative of Uplancer. Uplancer may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 SEVERABILITY

If and 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 that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

15.6 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.

15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Uplancer makes no representations that the Site is 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 foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the 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 Site or Site Services, you must and hereby represent that you are not: (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 Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive certain records from Uplancer or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

  1. DEFINITIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but 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.

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, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure 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.

Payment Account” means Client Payment Account, Freelancer Payment Account, or Fixed-Price Payment Account.

Payment Instructions” means the Fixed-Price Payment Instructions or the Hourly, Bonus, and Expense Payment Agreement with Payment Instructions.

Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.

Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.

Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer 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, under the laws of any state, country, territory or other jurisdiction.

Payment Method” means a valid credit card issued by a bank acceptable to Uplancer, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Uplancer may accept from time to time in our sole discretion.

Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

Staffing Employee” means a Freelancer enrolled in Uplancer Hire, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).

Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Uplancer Hire, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.

Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

Uplancer App” means the online platform accessed using Uplancer’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

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2. PRIVACY POLICY

Effective October 24, 2019

Uplancer, Inc. (“Uplancer”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.uplancer.io (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Uplancer and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Uplancer collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.

Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service.

We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

TABLE OF CONTENTS

  1. Information Collection
  • Information You Provide to Us
    • Personal Information
    • Payment Information
    • Identity Verification
    • General Audience Service
    • Non-Identifying Information
    • Combination of Personal and Non-Identifying Information
  • Information Received from Third Parties
  • Information Collected Automatically
    • Cookies
    • Web Beacons
    • Embedded Scripts
  • How We Respond to Do Not Track Signals Work Diaries
  • User Profiles
  • Community Forums
  • Work Listings Through the Service
  • Feedback
  • Email to Friends and Referral Program
  • Social Networking Services
  1. Use of Information
  2. Data Retention
  3. Information Sharing and Disclosure
  • Information about Freelancers Shared with Clients and Agencies or Teams
  • Service Providers
  • What Happens if You Agree to Receive Information from Third Parties or Request that We Share Your Information
  • Legal and Investigative Purposes
  • Internal and Business Transfers
  • Sweepstakes, Contests, and Promotions
  1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
  2. Your Choices and Rights
  3. Security
  4. International Transfers of Personal Information
  5. Links to Other Sites
  6. Public Profile
  7. Phishing
  8. California Residents – Your California Privacy Rights
  9. Changes to this Policy
  10. Contacting Us

1. INFORMATION COLLECTION

Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).

Information You Provide to Us

When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Uplancer platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.

  • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
  • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
  • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
  • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Uplancer has collected Personal Information from your child, please contact us at: sales@uplancer.io.
  • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Uplancer registered and non-registered users (“Uplancer Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Uplancer Users.
  • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
  • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Uplancer will treat the combined information as Personal Information.
  • Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.

You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.

Information Received from Third Parties

Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.

We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.

Information Collected Automatically

Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.

We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.

The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.

Uplancer and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Uplancer Users may include the following:

  • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Uplancer Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Uplancer Users interact with the Service and to monitor aggregate usage by Uplancer Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy.
  • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Uplancer Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
  • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.

In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes, and we may use third parties to perform these services on our behalf.

HOW WE RESPOND TO DO NOT TRACK SIGNALS

Uplancer does not respond to Do-Not-Track signals.

Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Uplancer does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.io.

Work Diaries and Work View

We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.

As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouse clicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.uplancer.io.

We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Uplancer may use general information from Work Diaries for statistical analysis, product development, marketing and research.

User Profiles

Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.

You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Uplancer Users and the general public subject to the privacy choices you make within your Uplancer Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at sales@uplancer.io.

Messaging

Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.

Community Forums

We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.

The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on Uplancer and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Uplancer Forum Rules and our Terms of Service.

Note that anything you post to a Community Forum is public others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.

To request removal of your personal information from our blog or community forum, contact us at sales@uplancer.io. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.

Testimonials

We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at sales@uplancer.io.

Work Listings Through the Service

If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.

Feedback

We collect feedback from Uplancer Users about their experience with other Uplancer Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.

Email to Friends and Referral Program

Uplancer lets you send project postings to friends via email. Uplancer also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Uplancer stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.

Your friend may contact us at sales@uplancer.io to request that we remove this information from our database.

Social Networking Services

You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.

You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Uplancer is not responsible for it.

The Uplancer Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.

You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Uplancer to pay any fees or making Uplancer subject to any usage limitations imposed by such SNS. You can disable the link between your Uplancer account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Uplancer account and your SNS account will terminate as well.

  1. USE OF INFORMATION

We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.

WE USE INFORMATION WE COLLECT:

  • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
  • To contact you with administrative communications and Uplancer newsletters, marketing or promotional materials (on behalf of Uplancer or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
  • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
  • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
  • To assess your proposal to perform a freelance project for Uplancer and prepare related governmental and internal statistics reports.
  • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Uplancer or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Uplancer Users.
  • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.

We use your Personal Information for the purposes described above:

  • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users’ request in anticipation of entering into a contract with them.
  • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
    • Providing our Site and Service.
    • Analyzing and improving our business.
    • Communications, including marketing and responding to your inquiries about our services.
    • Addressing information security needs and protecting our Users, Uplancer, and others.
    • Managing legal issues.
  • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
  1. DATA RETENTION

Unless you request that we delete certain information (see Your Choices and Rights below), we delete the information you submit to verify your identity after 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.

  1. INFORMATION SHARING AND DISCLOSURE

We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.

We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:

  • Information about Freelancers Shared with Clients, Agencies, Uplancer Hire Vendors, and Partners of The Uplancer Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Uplancer Hire, including information in Work Diaries and work history, with Clients, Agencies and Uplancer Hire vendors. Note that if a Freelancer is suspended from the Uplancer Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Uplancer Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Uplancer who provide support to Freelancers through that program.
  • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Uplancer Hire with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
  • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Uplancer’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
  • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
  • Legal and Investigative Purposes: Uplancer will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Uplancer or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Uplancer Users, and may do so in cooperation with third parties at our discretion.
  • Internal and Business Transfers: Uplancer may share information, including Personal Information, with its parent company Uplancer Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
  • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
  1. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES

We may work with advertising agencies and vendors who use technology to help us understand how people use our Site.

These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.

Uplancer works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, send a message to sales@uplancer.io. If you choose to opt out, please note you will continue to receive generic ads.

While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.

  1. YOUR CHOICES AND RIGHTS

You have certain choices regarding how we may communicate with you.

Registered Uplancer Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Uplancer Users who access the Service by using an Uplancer mobile application may, with permission, receive push notifications. Similarly, registered Uplancer Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.

All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.

Upon request Uplancer will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Uplancer through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the Uplancer Service (once you have logged in, visit settings / user settings, and then click on the close my account link).

Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Uplancer uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at sales@uplancer.io for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.

We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Uplancer can delete all copies of information that has been previously shared with others on the Service.

  1. SECURITY

We take a number of steps to protect your data, but no security is guaranteed.

Uplancer takes commercially reasonable steps to help protect and secure the information it collects and stores about Uplancer Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Uplancer Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Uplancer cannot ensure and does not warrant the security of any information you transmit to us.

  1. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION

Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.

Uplancer is a U.S. company. If you are located outside the United States and choose to provide information to us, Uplancer transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.

When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.

  1. LINKS TO OTHER SITES

Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.

  1. PUBLIC PROFILE

The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.

  1. PHISHING

Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Uplancer. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Uplancer, please report it at sales@uplancer.io.

  1. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS

We allow you to choose whether we share your personal information with third parties for their own marketing purposes.

Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Uplancer does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Uplancer provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Uplancer offers that choice, Uplancer does not share your information with that identified third party for its direct marketing purposes.

If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.

You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.

  1. CHANGES TO THIS POLICY

We may change this Privacy Policy. If we make material changes, we will provide notice.

Uplancer may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.

  1. CONTACTING US

If you have any questions about this Privacy Policy, please contact us at sales@uplancer.io.

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3. PRIVACY CENTER

Effective October 24, 2019

The General Data Protection Regulation (GDPR) is a change that gives residents of the European Economic Area (“EEA”) more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on. This European-wide law replaces the 1995 Data Protection Directive 95/46/EC.

Learn more about how Uplancer is complying with GDPR in the Hiring Headquarters.

WHAT DOES THIS MEAN FOR YOU AND UPLANCER?

Uplancer’s Legal and Information Security and Privacy teams have carefully analyzed GDPR and undertaken the necessary steps to ensure that Uplancer is in compliance with GDPR’s requirements.

We value our users’ privacy and their rights to control their personal data. Regardless of where you call home, you may close your account or request the deletion of all personal information we have about you at any time. However, we will only be following the requirements outlined by the GDPR for those living in the EEA. If you live elsewhere, we will be happy to delete your data to the extent we can reasonably do so.

UPLANCER DATA PROCESSING AGREEMENT (“DPA”)

For most customers, Uplancer’s Privacy Shield Certification is sufficient to govern transfers of personal data that are subject to GDPR. If your company has determined that Privacy Shield is not sufficient, Uplancer has posted a Data Processing Agreement (“DPA”), governing the relationship between the Customer (acting as a data controller or processor, as applicable) of personal data under European Data Protection Legislation; and Uplancer (acting as a data processor or subprocessor, as applicable).

If applicable, this DPA, including its appendices, supplements the Agreement and will be effective and replace any previously­ applicable data processing and security terms between the parties as of the DPA Effective Date (as defined in the DPA) and is subject to the Agreement.

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4. API TERMS OF USE

Effective October 24, 2019

These API Terms of Use (the “API Terms”), dated as of December 14, 2016 (the “Effective Date”), are made and entered into by and between Uplancer, Inc., a Delaware corporation and its affiliates (“Uplancer” or “we”), and you (“Developer” or “you”). Uplancer and Developer are sometimes referred to in the API Terms individually as a “Party” and collectively as the “Parties”. Uplancer and Developer hereby agree as follows:

  1. Agreement to the API Terms.

By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the Uplancer API. Additionally, you agree to and accept the Uplancer Terms of Service. If you disagree with any of the terms of the API Terms or the Uplancer Terms of Service, Uplancer does not grant you a license to use the Uplancer API. If you are using the Uplancer API on behalf of a company or any other entity, you represent and warrant that you have full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the Uplancer Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.

  1. Definitions.

Capitalized terms not defined in the API Terms have the meanings given to them in the Uplancer Terms of Service.

  • Uplancer API. A set of web-based services providing programmatic access to Uplancer systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that Uplancer makes available under the API Terms.
  • Uplancer Content. Any data, content, or executables of or associated with the Uplancer API or Site Services (as defined in the Uplancer Terms of Service). This includes all Uplancer User Data.
  • Uplancer User Data. Any content, information, and other data about persons who use the Uplancer services received or collected by Developer through any instance of the Developer Application, the Uplancer API, or otherwise in connection with the API Terms.
  1. Developer’s Use of the Uplancer API.

Developer wishes to use and access the Uplancer API in connection with the development and distribution of a Developer Application and agrees to the additional requirements herein. Developer and Uplancer hereby agree as follows:

  • Developer Registration. Before using the Uplancer API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for Uplancer. The registration may be completed and accepted by Uplancer on the Site. Upon successful registration, Uplancer shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the Uplancer API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
  • Development of the Developer Application. Subject to the terms of these Terms of Use, Developer will develop one or more Developer Applications. Developer will ensure that all Developer Applications are and remain in compliance with the API Terms and the Uplancer Terms of Service.
    • Permitted Uses of the Uplancer API. Your use of the Uplancer API is limited to the purpose of facilitating your own or your Users’ use of the Uplancer Site and Site Services. Some examples of permitted uses of the Uplancer API would be to create Applications that:
      • Allow Uplancer Users to search for and browse Uplancer job postings with a customized interface;
      • Allow Uplancer Users to manage active contracts;
      • Allow Uplancer Users to apply to jobs on Uplancer; or
      • Allow Uplancer Users to manage invoices, billing, and communications on Uplancer.
    • Prohibited Uses of the Uplancer API. Developer must never do any of the following:
      • Use the Uplancer API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
      • Use the Uplancer API to retrieve Uplancer Content that is then aggregated with third-party search results in such a way that a user cannot attribute the Uplancer Content to Uplancer (such as aggregated search results).
      • Distribute or allow access to the Uplancer API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to Uplancer Content
    • Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:
      • Implement features or business practices that unlawfully harm the professional reputation or relationships of Uplancer or Uplancer users.
      • Use Uplancer Content received from the Uplancer API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
      • Impersonate Uplancer or an Uplancer user or intentionally misrepresent Uplancer or any Uplancer user or other third party when requesting or publishing information.
      • Obfuscate or hide any Uplancer buttons, sign-in functionality, or consent or authorization flows from your users.
      • Proxy, request, or use Uplancer account usernames or passwords in any fashion for any reason.
      • Request from the Uplancer API more than the minimum data fields and application permissions the Developer Application needs.
      • Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
      • Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
      • Copy, reformat, reverse-engineer, or otherwise modify the Uplancer API, Access Credentials, the Site, the Site Services, or any Uplancer Content.
      • Promote or operate any product or service that competes with the Uplancer Site Services.
      • Interfere with or disrupt Uplancer services, Uplancer servers or networks connected to Uplancer services, or disobey any requirements, procedures, policies or regulations of networks connected to the Uplancer Site or Site Services.
      • Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between Developer and Uplancer or any written instructions provided by Uplancer.
  1. API License.
  • Using the Uplancer API. As part of the API Terms, Uplancer grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the Uplancer API solely to do the following and subject to the restrictions set forth in the API Terms:
    • Enable your Application to interact with Uplancer’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
    • Make limited intermediate copies of Uplancer Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
    • Rearrange or reorganize Uplancer Content within your Application; and
    • Display in your Application Uplancer Content consistent with this Agreement.
  • Access Credentials. Uplancer will provide you with Access Credentials that permit you to access the Uplancer API. The Access Credentials are the property of Uplancer and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the Uplancer Terms of Service, or if Uplancer terminates the API Terms.
  • API Call Limitations. The number of API calls you will permitted to make during any given time period may be limited. Uplancer will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. Uplancer may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the Uplancer API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.
  1. Certification.

At its discretion, Uplancer may require or offer Certification for certain Applications. Certification will consist of confirmation by Uplancer or a third party it designates that your Application’s technology complies with the API Terms and the Uplancer Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the Uplancer API in certain cases until certification is complete. At Uplancer’s discretion, future modifications of your Application or use or display of Uplancer Content may be subject to re-certification. If Uplancer requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.

  1. Data Use.
  • Obligations to Uplancer. Developer may only use, disclose, and otherwise process Uplancer User Data in accordance with the written instructions of Uplancer and applicable laws, rules and regulations.
  • Prohibited Uses. Developer will not:
    • Use Uplancer Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable Uplancer user or (2) the purpose of providing services to Uplancer.
    • Use Uplancer Content for any research or publication purpose without prior written consent and a license from Uplancer to research or publish, as applicable, Uplancer Content.
    • Use Uplancer Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
    • Use Uplancer Content for user profiling purposes or for advertising purposes.
    • Sell, lease, sublicense, or otherwise transfer, directly or indirectly, Uplancer Content to any third party.
    • Augment, commingle, or supplement Uplancer Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
    • Use the user identification or authentication codes connected to any Uplancer user to disclose information related to that user to any third party.
  1. Data Storage.

Except as provided in the API Terms, Developer may not copy or store any Uplancer Content, or any information expressed by or representing Uplancer Content (such as hashed or otherwise transformed data).

  • Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that Uplancer provides to Developer for identifying individual users of the Developer Application or any tokens that Uplancer provides to Developer when an Uplancer user authenticates the Developer Application for the Uplancer user’s account.
  • Cached Content. Solely for the purpose of improving user experience, Developer may cache Uplancer Content for no more than twenty-four (24) hours.
  • Deletion. Developer must promptly and securely delete all Uplancer User Data collected from Uplancer users upon request of the Uplancer user, when the Uplancer user deactivates or uninstalls the Developer Application, when the Uplancer user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all Uplancer Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.
  1. User Consent and Agreement.
  • User Agreement and Privacy Policy. The Developer Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access the Development Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Uplancer users.
  • User Consent. Before obtaining information from Uplancer users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.
  1. Data Safeguards.

Developer will protect Uplancer User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and Uplancer User Data. The Developer Application must use reasonable security measures to protect any Uplancer User Data and any elements or components of the Uplancer API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to Uplancer at sales@uplancer.io any security deficiencies in, or intrusions into, your Systems that you discover to Uplancer. You will work with Uplancer to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or Uplancer User Data, you will make no public statements without prior written and express permission from Uplancer in each instance, unless otherwise required by law.

  1. Access to the Uplancer API.

Subject to the API Terms, Uplancer may, in its sole discretion, make specific instances or versions of the Uplancer API available to Developer for use in connection with Developer Applications. Uplancer may terminate such access to the Uplancer API, in whole or certain features, functions, or services thereof, for convenience, at any time. The Uplancer API will be deemed to be a part of the Site Services as set forth in the Uplancer Terms of Service.

  1. Uplancer API Support and Changes.

Uplancer may provide technical support, upgrades, or modifications of the Uplancer API in Uplancer’s sole discretion. Uplancer may cease providing technical support, upgrades, or modifications of the Uplancer API at any time and for any reason without notice or liability to Developer. Uplancer may release new versions of the Uplancer API and require Developer to use the new version of the Uplancer API. Developer’s use of new releases or versions of the Uplancer API will be acceptance of all modifications of the Uplancer API.

  1. Intellectual Property.
  • Uplancer Materials. Uplancer owns all rights, title, and interest, including all intellectual property rights, in and to, the Uplancer API; all elements, components, and executables of the Uplancer API; and all elements, components, and executables of the Site Services (collectively, the “Uplancer Materials”). The only exception to this is any information or Content which you as an Uplancer user have licensed to Uplancer under the Uplancer Terms of Service. Except for the express licenses granted in the API Terms, Uplancer does not grant you any right, title, or interest in the Uplancer Materials. Developer agrees to take such actions as Uplancer may reasonably request to perfect Uplancer’s rights to the Uplancer Materials.
  • Developer Property. Except to the extent the Developer Application contains Uplancer Materials, Uplancer claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant Uplancer a paid-up, royalty-free, non- exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to Uplancer users; (2) link to and direct Uplancer users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
  • Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to Uplancer related to Uplancer products, services or technology (“Feedback”). To the extent Developer provides Feedback to Uplancer, Developer grants Uplancer the right to use such Feedback without any right to compensation from Uplancer.
  1. Independent Development by Uplancer.

Developer understands and acknowledges that Uplancer may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing Uplancer from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.

  1. Confidential Information.

Developer agrees that the content of the Uplancer API, and any Uplancer Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of Uplancer and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any Uplancer Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.

  1. Effect.

The provisions of the API Terms will control over any inconsistent provisions of the Uplancer Terms of Service, and the Uplancer Terms of Service, as modified and supplemented by the API Terms, will remain in full force and effect. Any “shrink wrap” or “click wrap” license agreement or any other terms and conditions associated with Developer’s Application is null and void, is not applicable hereunder, and is expressly excluded.

  1. Fees.

Uplancer currently provides the Uplancer API without charge. However, Uplancer reserves the right, at Uplancer’s sole discretion, to charge fees for future use of or access to the Uplancer API. Developer may not charge any fee to Uplancer users for the Developer’s Application without the express written permission or agreement of Uplancer.

  1. Term and Termination.
  • Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.
  • Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the Uplancer API and returning all Uplancer Content, including Uplancer User Data.
  • Suspension and Termination. Uplancer may suspend or terminate Developer’s use of the Uplancer API at any time if we believe you have violated the API Terms or Uplancer Terms of Service, or if we believe the availability of the Uplancer API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the Uplancer API or Site Services must be deleted.
  • Effect of Termination. Upon termination of these Terms:
    • all rights and licenses granted to Developer will terminate immediately;
    • Developer will promptly and securely destroy Uplancer Content in your possession or control;
    • neither party is liable to the other party solely because the API Terms have been terminated;
    • unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all Uplancer Content and Uplancer User Data or other data which you stored pursuant to your use of the Uplancer API. Uplancer may require that you certify in writing your compliance with this section; and
    • Uplancer will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (Uplancer has no other obligation to delete copies of, references to, or links to the Developer Application).
  1. Warranties and Liabilities.
  • Disclaimer of Warranties. UPLANCER PROVIDES THE UPLANCER API, UPLANCER CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UPLANCER DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. UPLANCER DOES NOT GUARANTEE THAT THE UPLANCER API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE UPLANCER API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. UPLANCER DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, UPLANCER DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE UPLANCER API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
  • Limitations of Liability. UPLANCER AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE UPLANCER API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT UPLANCER MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
  • Indemnification. You will defend, hold harmless, and indemnify Uplancer (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.
  1. General.
  • Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
  • Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without Uplancer’s prior written consent. Uplancer may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
  • Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall 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 enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  • Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the Ohio state court will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
  • No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
  • Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon Uplancer unless in a written instrument signed by a duly authorized representative of Uplancer.
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6. FEE AND ACH AUTHORIZATION AGREEMENT

Effective October 24, 2019

This Fee and ACH Authorization Agreement (this “Agreement”) provides information on the fees Uplancer charge for use of the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in the Terms of Service.

By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

  1. Parties

You are entering into this Agreement with Uplancer (also referred to as “we” and “us”).

  1. Fees Charged to Freelancers

Pursuant to the User Agreement, Uplancer, Inc. charges Freelancers a Service Fee for each payment their Client makes to the Freelancer on a Service Contract. Depending on certain features of the Service Contract, the Service Fees will be charged either as “tiered” or “straight” pricing, as discussed in further detail in this Section 2. Where applicable, Uplancer or Uplancer, Inc. may also collect taxes (such as value added tax (VAT) in Europe) on Service Fees.

Pursuant to the Freelancer Membership Agreement, Uplancer charges Freelancers a Membership Fee. These Membership Fees automatically renew until they are cancelled as described on the Site.

Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. You hereby authorize Uplancer to charge to you and to collect from you (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxes described in this Section 2.

2.1 Tiered Pricing

We will charge you a Service Fee based on the total Freelancer Fees collected by you from your Client (less any refunds or reversals) for the duration of your relationship with your Client (the “Engagement Relationship”). Unless different pricing described in Section 1.2, 1.3, or 1.4 applies, the Service Fee rates decrease as the total Freelancer Fees you have collected from your Client for the Engagement Relationship meet certain thresholds as follows (“Tiered Pricing”):

TOTAL FREELANCER FEES COLLECTED FROM CLIENT (per Engagement Relationship)

SERVICE FEE RATES: 10%

Example when freelancer and client enter into a $100 contract: 

Contract Size: $100

Freelancer Fees: $90

Service Fees: $10

Note: The Service Fee will appear as a single amount in your Account.

2.2 Freelancers Working on Enterprise Client Contracts

If you are a Freelancer performing services for an Enterprise Client, the Service Fee rate is 10% of the Freelancer Fees, unless otherwise provided in the Enterprise Client contract. For purposes of the Terms of Service, “Enterprise Client” means a Client, including a legacy Enterprise client or an Uplancer Business Client listed on Fortune 1000.

2.3 Other Fees

Freelancers may also choose a membership with an associated membership fee (the “Freelancer Membership Fee”) and choose to purchase “Connects”, in each case as described in the Freelancer Membership Agreement and on the Site. 2. Client Membership Fees

  1. Client Membership Fees

Uplancer offers several membership plans for Clients, and each includes access to certain features and services of the Site (each plan a “Client Membership Plan”). Current Client Membership Plans are Uplancer Basic, Uplancer Plus and Uplancer Business. Uplancer Basic is free and does not require a monthly membership fee. Fees for Client Membership Plans, if any, automatically renew until they are cancelled as described on the Site and this Agreement.

Uplancer reserves the right to change membership fees, change the features and services included in each Client Membership Plan, change the membership fees or fees for certain premium services or options, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. If Uplancer exercises its right to cancel a membership, Uplancer will not refund the membership fee already paid unless otherwise required by law.

3.1 Taxes

Where applicable, Uplancer may also collect taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for premium services or features, as set forth in the User Agreement.

3.2 Automatic Membership Renewal

You must pay your Uplancer membership fees through your Uplancer, Inc. Account. The membership billing period begins on the date that Uplancer receives payment. Uplancer membership fees are calculated from the beginning of that billing period. After any free membership period, Uplancer automatically renews your Uplancer monthly membership, and you irrevocably authorize and instruct Uplancer, Inc. to make the required monthly payments to Uplancer on your behalf. Automatic renewal occurs on the first day after the expiration date.

3.3 Changes to Membership Plans

If you change your Client Membership Plan, the new program and new billing period will be based upon the date Uplancer 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. The downgrade will go into effect at the beginning of the next billing period. Uplancer reserves the right to modify its Client Membership Plans 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.

  1. Payment Processing Fees Charged to Client

Regardless of the type of Payment Method used and Membership Plan selected, we charge Clients a Payment Processing Fee (defined below) as described in this Section 4.

Uplancer charges Clients on the Uplancer Basic plan a payment processing and administration fee of 3% on each payment made by the Client through Uplancer (the “Payment Processing Fee”).

For Clients on an Uplancer Plus plan, their monthly membership fee includes the payment processing and administration fee for each payment made when the following criteria are all met:

(a) the Client has been a user of Uplancer for at least 90 days;

(b) the Client has made payments of (i) at least $1,000.00 within the last year, and (ii) at least $25.00 more than 90 days ago;

(c) the Client has not had any late or defaulted payments in the prior 12 months;

(d) the Client has an Account in good standing, without violations of the Terms of Service; and

(e) the Client uses a U.S. bank account as a Payment Method for the payment.

If payments made by a Client are released to the Client Payment Account for any reason or refunded by a Freelancer, the Payment Processing Fee will not be refunded.

Uplancer Business and Enterprise Clients are charged the rate(s) provided in the applicable Business or Enterprise Client contract and are not charged a separate Payment Processing Fee, unless otherwise provided in the applicable Enterprise Client contract.

  1. Authorization for Automatic Payment of Recurring Client Fees

You must pay the Client Membership Plan fees, if any, through your Client Payment Account. Each Client Membership Plan fee, if any, and each Flat Payment Processing Fee, if applicable, covers a monthly billing period beginning on the date that you first make payment and ending one month later. For example, if you select the Uplancer Plus plan and are charged on the 15th of the month, the billing period will end on the 14th of the next month. You irrevocably authorize and instruct Uplancer, Inc. to automatically charge the fees for the Client Membership Plan, if any, to your Client Payment Account at the beginning of each billing period. This authorization will remain in full force and effect until you change your settings in your Profile to change your Client Membership Plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

You can switch between Client Membership Plans at any time, but you will not receive a refund or a credit for any of the Client Membership Plan fee for a given month if you downgrade your membership, including by switching to a free Client Membership Plan, before the end of a billing period. However, if you switch to a free Client Membership Plan, you will still have your paid Client Membership Plan until the end of the billing period.

  1. Authorization for ACH Debits and Credits

If and to the extent permitted by Uplancer in its sole discretion, Users may pay Freelancer Fees, Membership Fees, fees for Client Membership Plans, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Uplancer’s eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize Uplancer, Inc. to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 6 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 6.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 6. However, we assume no responsibility for our failure to do so.

You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Client Payment Account, as applicable.

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7. HOURLY, BONUS, AND EXPENSE PAYMENT AGREEMENT WITH PAYMENT INSTRUCTIONS

Effective October 24, 2019

If Client and Freelancer enter into an Hourly Contract, if Client makes a bonus or expense payment to Freelancer, or if you use Uplancer Hire, this Hourly, Bonus, and Expense Payment Agreement with Payment Instructions (“Agreement”) applies.

To the extent permitted by applicable law, we may modify this Agreement, and the Payment Instructions 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 Payment Instructions in this Agreement do not apply to Fixed-Price Payment Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts.

  1. DIGITAL SIGNATURE

By clicking to accept an Hourly Contract or make a bonus payment, Client and Freelancer are deemed to have executed this Agreement electronically, effective on the date Freelancer clicks to accept an Hourly Contract, pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act“). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement and the Payment Instructions it contains.

  1. MAKING OR RECEIVING AN HOURLY PAYMENT

2.1 WEEKLY HOURLY INVOICES

For Hourly Contracts, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on Uplancer in the Work Diary are generated each Monday following the week in which the hours were billed (the “Hourly Invoice Deadline“). Freelancer irrevocably authorizes and instructs Uplancer, as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours that the freelancer recorded in the Work Diary before the Hourly Invoice Deadline (such invoice, the “Hourly Invoice“); and (ii) submit the Hourly Invoice on behalf of Freelancer to Freelancer’s Client for payment. For the avoidance of doubt, the “Work Diary” is the section Uplancer where hours can be recorded on an Hourly Contract.

By recording time in the Work Diary and allowing an Hourly Invoice to be created based on the time recorded, Freelancer represents and warrants that (y) Freelancer has completed the applicable Freelancer Services fully and satisfactorily; and (z) the hours Freelancer reports are true, accurate, and complete.

2.2 HOURLY INVOICE REVIEW

Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in payment 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 Invoice.

On the Friday of the week following submission of the Hourly Invoice, Client will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed Uplancer, Inc. (“Uplancer, Inc.“), to release payment funds as described in this Agreement.

Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the Uplancer website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs Uplancer, Inc. to release payments for those hours to be paid to the Staffing Provider by Client’s account each Monday following the week in which the hours were worked. Client may not reject time or file a Dispute for Payroll Employee time worked.

  1. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to Freelancer using the Site. To make such a payment to a Freelancer, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Freelancer, Client irrevocably instructs Uplancer, Inc. to and Uplancer, Inc. will release payment funds as described in this Agreement.

  1. INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to Uplancer, Inc. and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Payment 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 Freelancer, Uplancer, Inc. will transfer funds to the Freelancer and that Uplancer, Uplancer, Inc., 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 Uplancer, Inc. or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

  1. RELEASE AND DELIVERY OF AMOUNTS IN PAYMENT

In addition, Uplancer, Inc. is authorized to and will release applicable portions of the Client Payment Account (each portion, a “Release”) to the Freelancer Payment 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 Freelancer Payment Account, in accordance with Freelancer’s and Client’s instructions, as applicable, these Payment Instructions, and the other Terms of Service.

5.1 RELEASE CONDITIONS

As used in these Payment Instructions, “Release Condition” means any of the following:

  1. Client and Freelancer have submitted joint written instructions for a Release.
  2. Client has approved all or a portion of the Freelancer’s Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Payment Instructions, constitutes approval by the Client for purposes of this Release Condition.
  3. Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of Uplancer Hire.
  4. Uplancer reviews Client’s dispute of amounts invoiced on Freelancer’s Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client’s instructions.
  5. Client initiates a Dispute with respect to Freelancer’s Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of Uplancer.
  6. Issuance of a final order of a court from which appeal is not taken, in which case the funds will be released in accordance with such order.
  7. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Uplancer’s Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct Uplancer, Inc. 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.
  1. PAYMENT PROTECTION

Uplancer provides limited payment protection to Users as detailed in this Section 6 (“Hourly Payment Protection“).

6.1 FOR FREELANCERS

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by a Freelancer, Uplancer will provide Hourly Payment Protection to the Freelancer as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Freelancer only if all of the following criteria are met in Uplancer’s sole discretion:

  1. Both Client and Freelancer must have agreed to use Work Diaries 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 Freelancer through Work Diaries.
  3. Freelancer’s Account must be in good standing.
  4. Freelancer must have used Work Diaries enabled to document any and all hours covered by the Hourly Payment Protection for Freelancers.
  5. Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
  6. The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
  7. The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
  8. Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Payment Services.

Uplancer 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) manual time; (e) time added after Client has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Contracts; (f) hours reported by Payroll Employees; (g) any payments on Hourly Contracts where the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (h) hours billed by Freelancers whom Uplancer 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 (i) Freelancers whom Uplancer 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 Uplancer to Freelancer under the Hourly Payment Protection for Freelancers is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Freelancer on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Freelancer’s area (such determination to be made in Uplancer’s sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Freelancers for the life of a relationship between the same Client and Freelancer is $2,500 or 50 hours logged in Work Diary, whichever is less.

6.2. FOR CLIENTS

Freelancer authorizes and instructs Uplancer to adjust the Hourly Invoice 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 Freelancer must agree to use Work Diaries 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 Freelancer in the Hourly Invoices. Within the Hourly Invoice 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 Work Diaries.

Uplancer 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 Freelancer’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the Work Diaries. If Client has requested that the Freelancer use functionality of the Site or third-party software that hides, blurs, or distorts images in the Work Diary, the screenshots will be deemed to be “clearly related” to the Hourly Contract requirements for purposes of the Client’s eligibility for Hourly Payment Protection. Hourly Payment Protection for Clients does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.

Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) Hourly Contracts using Uplancer Hire; or (3) hours billed by Freelancers who are aware of or complicit in another User’s violation of this Agreement or the Terms of Service.

  1. DISPUTES BETWEEN CLIENT AND FREELANCER

7.1 DISPUTES INITIATED VIA THE PLATFORM

For Hourly Contracts, Client may dispute Freelancer’s hours invoiced on the Hourly Invoice 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 weekly 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 Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Freelancer Services and Freelancer Fees and can no longer dispute them. Disputes handled by Uplancer can only address the hours billed, not the quality of the Freelancer Services or the Work Product provided under Hourly Contracts. If Client disputes Freelancer’s hours invoiced in the Hourly Invoice under an Hourly Contract during the Dispute Period, Client and Freelancer are encouraged to resolve the dispute between themselves. If Client and Freelancer fail to come to a resolution, Uplancer will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Freelancer’s instructions in these Payment Instructions. Uplancer’s determination of such dispute shall be final.

If Client’s payment is unsuccessful, Uplancer will review the Weekly Invoice to determine if it qualifies for Hourly Payment Protection. If Uplancer, in its sole discretion, determines that the Weekly Invoice qualifies for Hourly Payment Protection, it will make payment to the Freelancer to cover the Hourly Invoice on behalf of the Client. In the event that Uplancer makes payment on behalf of the Client, Freelancer hereby irrevocably assigns any right, title or interest in any payment from Client to Uplancer for the amount paid by Uplancer.

Client may choose to approve Freelancer’s Weekly Invoice prior to the end of the Dispute Period thereby releasing payment for the Weekly Invoice. If Client releases payment to Freelancer prior to the end of the Dispute Period, Client certifies that it approves the Weekly Invoice, accepts the work, and waives any further right to dispute the work or Weekly Invoice through Uplancer’s Dispute Assistance (defined below).

You acknowledge and agree that Uplancer, Inc. or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Freelancer. You further acknowledge and agree that Uplancer and Affiliates are not and will not be a party to any dispute between a Client and Freelancer over an Hourly Invoice or Hourly Contract.

Clients may not dispute hours worked with respect to any worker engaged as an employee through Uplancer Hire. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Invoice for the prior week for Hourly Contracts where the Client has one or more Service Contracts using Uplancer Hire.

7.2 UPLANCER 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 Freelancer. If Client or Freelancer contacts Uplancer via support ticket within 30 days of the date of the last payment from Client to Freelancer and requests non-binding dispute assistance for any dispute among them (a “Dispute”), Uplancer will attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution. Uplancer will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.

  • The Uplancer Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation.
  • If both Client and Freelancer 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 Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release Payment funds in accordance with the proposed resolution.
  • If Client or Freelancer rejects Uplancer’s proposed, non-binding resolution then Client and/or Freelancer must pursue the Dispute independently.
  • Uplancer reserves the right to review the Freelancer’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 Uplancer, Inc. to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.

Dispute Assistance does not apply to Freelancer Services using Uplancer Hire.

  1. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Uplancer and Affiliates merely provide a platform for Internet payment services. Uplancer and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem Uplancer or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Uplancer does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

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8. FIXED-PRICE PAYMENT INSTRUCTIONS

Effective October 24, 2019

If a Client and a Freelancer enter into a Fixed-Price Contract, these Fixed-Price Payment Instructions (“Payment Instructions”) apply. These Payment Instructions govern Fixed Price Payment 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 Payment Instructions.

To the extent permitted by applicable law, we may modify these Payment Instructions without prior notice to you, and any revisions to these Payment Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Payment Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Payment Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Payment Instructions do not apply to Hourly Contracts.

  1. DIGITAL SIGNATURE

By clicking to fund Payment (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Payment Instructions electronically, effective on the date Freelancer clicks to accept the engagement, pursuant to Ohio 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 you are able to electronically receive, download, and print these Payment Instructions. All references to the Payment in these Payment Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

  1. RELEASE AND DELIVERY OF AMOUNTS IN PAYMENT

Client and Freelancer irrevocably authorize and instruct Uplancer, Inc. (“Uplancer, Inc.“) to release applicable portions of the Fixed Price Payment Account (each portion, a “Release”) to their Freelancer Payment Account or Client Payment Account, as applicable, 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 applicable Payment Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Payment Instructions, and the other Terms of Service.

2.1 RELEASE CONDITIONS

As used in these Payment Instructions, “Release Condition” means any of the following:

  1. Client click store lease funds to Freelancer.
  1. Client does not take any action for 14 days from the date of a Freelancer’s Release request, in which case Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with to the applicable milestone in connection with such Release request.
  2. Freelancer cancels the contract before a milestone payment has been released to Freelancer, in which case the funds are to be returned to the Client.
  3. Client and Freelancer have submitted joint written instructions for a Release to either Freelancer Payment Account or Client Payment Account, as applicable.
  4. Client and Freelancer agree to close the contract without release of funds, in which case the funds are to be returned to the Client.
  5. Client or Freelancer has failed timely to respond to an Uplancer Dispute Assistance notification as required by the Dispute Assistance Program, in which case the funds are released to the User that has participated.
  6. Client or Freelancer otherwise has failed to comply with the Dispute Assistance Program, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program.
  7. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  8. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Uplancer’s Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Uplancer, Inc. 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.
  1. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Uplancer, Inc. and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Uplancer, Inc. and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Payment 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 Freelancer, Uplancer, Inc. will transfer funds to the Freelancer and that Uplancer, Uplancer, Inc., 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 Uplancer, Inc. or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

  1. DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Uplancer has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Payment Funding, Fixed-Price Payment Release, Fixed-Price Payment Refunds, Funding requests, Release requests, requests to close the Fixed- Price Contract, Status Report submittals, or actions under the Fixed Price Dispute Assistance Program.

A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Payment Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

  1. Uplancer will notify Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, Uplancer will notify the Freelancer that the Fixed-Price Contract is Dormant.
  3. If neither Freelancer nor Client take any action for 7 days after the Dormant Date, Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release payment funds to Client.
  4. If Freelancer submits a Release request and client does not take any action for 14 days from the date of the Release request, Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release to Freelancer the amount related to the milestone with Release request.
  5. All funds released to Freelancer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.
  1. REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in payment, Client or Freelancer can cancel the contract at any time by clicking to close the contract. If funds are held in payment, refunds and cancellations must be initiated by Client or Freelancer by following the steps below.

5.1 CANCELLATION BY FREELANCER

If Freelancer wants to cancel a contract with funds held in payment, Freelancer must click to close the contract. When Freelancer clicks to close the contract, Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release to Client all Payment funds associated with the contract.

5.2 CANCELLATION BY CLIENT

If Client wants to cancel a contract with funds held in payment, Client must click to close the contract. Freelancer must either click to approve or dispute the Client’s cancellation within 7 days. If Freelancer approves the cancellation, Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release to Client all payment funds associated with the contract. If Freelancer is using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Freelancer must dispute the Client’s cancellation via support ticket within 7 days. If Freelancer takes no action within 7 days from the date notification of the cancellation is sent to Freelancer, Freelancer and Client agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release to Client all Payment funds associated with the contract. If Freelancer disputes the cancellation, Freelancer and Client will be offered Uplancer Dispute Assistance (as defined in Section 6).

  1. DISPUTE ASSISTANCE PROGRAM

If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, Uplancer provides this Dispute Assistance Program as a mechanism to resolve the Dispute.

6.1 DEFINITIONS AND KEY DATES

  1. Contract Room” means the contract room on the Site for the particular Fixed-Price Contract, including the contract terms, messages and files, and milestones and payments.
  2. Dispute” means a dispute between a Client and Freelancer concerning a Fixed-Price Contract and covered by this Dispute Assistance Program.
  3. Dispute Assistance Deadline” means the date 30 days after the Client was billed for the last milestone.
  4. Dispute Assistance Program” means the Dispute assistance program set forth in this Section 6.
  5. Uplancer Dispute Assistance” means the Dispute assistance provided by Uplancer asset forth in this Section 6.

6.2 AVAILABILITY OF UPLANCER DISPUTE ASSISTANCE

Dispute Assistance is only available (i) after initial funding of the Fixed Price Payment Account associated with the Fixed-Price Contract, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Freelancer or the Client via the Site after the Dispute Assistance Deadline.

6.3 NON-BINDING ASSISTANCE

Uplancer will first attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution.

  • The Uplancer Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
  • If both Client and Freelancer 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 Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Uplancer, Inc. is authorized and irrevocably instructed to immediately release Payment funds in accordance with the proposed resolution.
  • If Client or Freelancer rejects Uplancer’s proposed, Freelancer and Client agree that Uplancer, Inc. is authorized to immediately release to Client all funds held in Payment.

6.4 SERVICE FEES FOR PAYMENT FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Payment Funds released under this program are subject to the normal Service Fees associated with Payment Accounts, as detailed in the User Agreement and applicable Payment Instructions.

  1. NOTICES

All notices to a User required by these Payment Instructions will be made via email sent by Uplancer to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Uplancer, for checking their email and for responding to notices sent by Uplancer to the User’s registered email address.

  1. 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, and Uplancer will have the right to take any other action, including suspension or termination of your Account, and any other legal action as Uplancer deems appropriate in its sole discretion.

  1. ABUSE

Uplancer, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Uplancer believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

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9. FREELANCER MEMBERSHIP AGREEMENT

Effective October 24, 2019

This Freelancer Membership Agreement (“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. FREELANCER MEMBERSHIP PROGRAMS

Uplancer offers several membership programs for Freelancers and Agencies. For purposes of this Agreement, “Member” or “you” means a Freelancer or Agency participating in a membership program.

Each membership program includes a certain number of “Connects,” which reserve monthly capacity for you to submit proposals for Clients’ posted Projects, as described on the Site here. If your membership program does not include Connects or your membership otherwise gives to the right to purchase additional Connects, you may do so for the price advertised on the Site at the time of the purchase, subject to a cap determined by your membership program, if applicable. Connects that you do not use will be rolled over to the next month as described on the Site. The conditions under which unused Connects will rollover into the next month may vary from time to time and will depend on your membership program.

Uplancer reserves the right to change membership fees, change the monthly number of Connects included in each membership program, change the price for Connects or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Uplancer exercises its right to cancel a membership, Uplancer will not refund the membership fee already paid.

  1. TAXES

Where applicable, Uplancer may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Connects.

  1. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your Uplancer membership fees and Connects through your Uplancer, Inc. Account. The membership billing period begins on the date that Uplancer receives payment. Uplancer membership fees are calculated from the beginning of that billing period. Uplancer automatically renews your Uplancer monthly membership, and you irrevocably authorize and instruct Uplancer, Inc. to make the required monthly payments to Uplancer 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.

  1. CHANGES TO MEMBERSHIP PROGRAM

You can change your membership program at any time, including by moving to an unpaid plan, by going to the Site here. If you change your membership program, the new program and new billing period will be based upon the date Uplancer 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. The downgrade will go into effect at the beginning of the next billing period. Uplancer 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.

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10. PROPRIETARY RIGHTS INFRINGEMENT REPORTING PROCEDURES

Effective October 24, 2019

Uplancer, Inc. (“Uplancer”, “our”, “us” or “we”) provides these Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.uplancer.io. These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.

If you are a proprietary rights owner and you believe someone is using Uplancer to infringe your proprietary rights, you may provide Uplancer with the notice described below (the “Notice”) to Uplancer’s Legal Department by email sales@uplancer.io. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c) (3) (“DMCA“). The Legal Department is Uplancer’s designated agent under the DMCA.

In response to your Notice, Uplancer may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.

Please include the following items in your Notice, and number them as follows:

  1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
  2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
  3. Identify yourself by name. Provide your address, telephone number, and email address.
  4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
  5. Include the following statement: “I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
  6. Include the following statement: “The information in this notice is accurate.”
  7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to acton behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
  8. Sign and date the Notice.

The owner or administrator of the allegedly infringing material may provide Uplancer with a Counter Notice by email to sales@uplancer.io. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

In response to a Counter Notice, Uplancer may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.

Please include the following items in your Counter Notice, and number them as follows:

  1. Identify the website, webpage, posting, profile, feedback, or other material that Uplancer has removed or to which Uplancer has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
  2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
  3. Include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Ohio, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign and date the Counter Notice.

Please bear in mind that Uplancer cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.

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11. UPLANCER TEAM SOFTWARE LICENSE AGREEMENT

Effective October 24, 2019

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and Uplancer, Inc. and its affiliates (“Uplancer”, “we”, or “us”). This EULA governs your use of the Uplancer software and any third party software that may be distributed therewith (collectively the “Software”). Uplancer agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreements with us concerning your use of the www.uplancer.io website (the “Site”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the Uplancer Terms of Service (the “Terms of Service”). Please also see the Uplancer Privacy. Capitalized terms not defined in this EULA are defined in the Terms of Service.

  1. CONDITIONAL LICENSE.

1.1. License Grant:

Subject to your compliance with the terms and conditions of this EULA, Uplancer grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.

1.2. Restrictions on Use:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of Uplancer. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.

1.3. Intellectual Property Rights:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to Uplancer or its licensors or third party providers. You acknowledge that Uplancer or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by Uplancer, its licensors or third party providers. “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 other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

  1. DISCLAIMER OF WARRANTIES.

2.1. “As Is”; No Warranty:

THE SOFTWARE IS PROVIDED BY UPLANCER AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. UPLANCER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. UPLANCER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

2.2. Privacy Disclaimer:

TO THE FULLEST EXTENT PERMITTED BY LAW, UPLANCER DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

2.3. Jurisdictional Limitations:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

2.4. Survival of Disclaimer:

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

  1. LIMITATION OF LIABILITY

3.1. Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL UPLANCER, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF UPLANCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3.2. Damages Cap:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, UPLANCER’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY UPLANCER.

  1. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Uplancer and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. Uplancer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

  1. PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to Uplancer. These Screenshots may be displayed in the Uplancer work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to Uplancer, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to Uplancer, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that Uplancer is not liable to you for security breaches resulting from your use of the Software or otherwise.

  1. NO NOTICE OF UPDATES.

Uplancer reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. Uplancer also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

  1. EXPORT CONTROLS.

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of

Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re- export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

  1. TERM AND TERMINATION:

8.1. Termination:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by Uplancer or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from Uplancer if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to Uplancer that all copies have been destroyed.

8.2. Survival of Termination:

Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit Uplancer’s other rights it may have by law.

  1. MISCELLANEOUS PROVISIONS.

9.1. Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

9.2. Audit.

You agree that, on Uplancer’s request, you will certify in writing your compliance with the terms of this EULA.

9.3. Assignment.

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of Uplancer, at our sole discretion. Notwithstanding the foregoing, Uplancer may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

9.4. Entire Agreement.

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

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12. TERMS OF USE

Effective October 24, 2019

TABLE OF CONTENTS

  1. Introduction
  2. Licenses and Third-Party Content
    1. Uplancer’s Provision of the Site and Limited Site License
    2. Termination of the Limited Site License
    3. Uplancer’s Intellectual Property
    4. Your Intellectual Property
    5. Third-Party Intellectual Property
    6. Complaints About Copyrighted Content on the Site
  3. Permitted Site Uses
  4. Prohibited Site Uses
    1. Examples of Prohibited Uses of the Site
    2. Enforcement
    3. Reporting and Correcting Violations
  5. Definitions
  6. INTRODUCTION

The Uplancer Site Terms of Use describe when and the conditions under which you are allowed to access or use the Site (defined in Section 5 below). Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site or use the Public Site Services (defined in Section 5 below) (“you” or “Site Visitors”). If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Service when prompted on the Site.

  1. LICENSES AND THIRD-PARTY CONTENT

2.1 UPLANCER’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

Section 2.1 discusses the rights we give to you to allow you to use the Site, as detailed below:

As we describe in this Section 2.1, Uplancer grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.

2.2 TERMINATION OF THE LIMITED SITE LICENSE

Section 2.2 explains that we can stop allowing you to use the Site, as detailed below:

Uplancer may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon Uplancer providing such notice.

2.3 UPLANCER’S INTELLECTUAL PROPERTY

Section 2.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:

Uplancer and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Uplancer logos and names are trademarks of Uplancer and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any Uplancer Marks.

2.4 YOUR INTELLECTUAL PROPERTY

2.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF UPLANCER

Section 2.4.1 explains that you are solely responsible for your use of the Site and any content you post on the Site, and that if someone makes a claim against Uplancer because of your content that you will pay Uplancer for our fees and expenses, as detailed below:

When you post User Content on the Site or through the Site Services or provide Uplancer with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not Uplancer, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless Uplancer, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) 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 relating to or arising out of any User Content you post.

2.4.2 YOUR RIGHTS AND LICENSE TO UPLANCER AND OTHER SITE VISITORS

Section 2.4.2 explains that by posting content on the Site, you give others certain limited rights to that content, as detailed below:

You retain all ownership rights in any User Content you post on Uplancer. To the extent permitted by applicable law, you also grant to Uplancer and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Uplancer’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

2.4.3 YOUR COMMENTS AND IDEAS

Section 2.4.3 explains when you can and what happens if you send your ideas to Uplancer, as detailed below:

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Uplancer under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Uplancer does not waive any rights to use similar or related ideas, including those known or developed by Uplancer or obtained from sources other than you.

2.5 THIRD-PARTY INTELLECTUAL PROPERTY

Section 2.5 explains that third parties, including other Users, are responsible for content posted or linked on the Site, as detailed below:

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of Uplancer. Uplancer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Uplancer’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

2.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Section 2.6 explains what to do if you think content on the Site infringes your rights, as detailed below:

Uplancer is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the “DMCA“) by complying with Uplancer’s Proprietary Rights Infringement Reporting Procedures.

  1. PERMITTED SITE USES

Section 3 explains how you are allowed to use the Site, as detailed below:

Uplancer offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. Uplancer makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through payment, and receive and provide Freelancer Services. In addition, certain Visitor Site Services, such as the Uplancer Blog and Hiring Headquarters, provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

  1. PROHIBITED SITE USES

Section 4 explains uses of the Site that are not allowed, as detailed below:

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

4.1 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

  • Seeking, offering, promoting, or endorsing and services, content, or activities that:
    • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
    • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
    • would violate (a) Uplancer’s Terms of Service, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
    • regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;
    • regard or promote in any way any escort services, prostitution, or sexual acts; or
    • are harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
  • Fraudulent or misleading uses or content, including:
    • Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Uplancer App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
    • Misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
    • Using a profile photo that misrepresents your identity or represents you as someone else;
    • Impersonating any person or entity, including, but not limited to, an Uplancer representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
    • Falsely stating or implying a relationship with another User, including an Agency continuing to use a Freelancer’s profile or information after the Freelancer no longer works with the Agency;
    • Falsely attributing statements to any Uplancer representative, forum leader, guide or host;
    • Falsely stating or implying a relationship with Uplancer or with another company with whom you do not have a relationship;
    • Allowing another person to use your account, which is misleading to other Users; or
    • Falsely stating that one Freelancer will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Freelancer that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis; Posting identifying information concerning another person;
  • Spamming other Users with proposals or invitations or posting the same job multiple times so that more than one version remains active at a given time;
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
  • Requesting or demanding free services, including requesting Freelancers to submit work as part of the proposal process for very little or no money or posting contests in which Freelancers submit work with no or very little pay, and only the winning submission is paid the full amount;
  • Requesting a fee before allowing a User to submit a proposal;
  • Attempting to or actually manipulating or misusing the feedback system, including by:
    • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
    • attempting to coerce another User by threatening to give negative feedback;
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system; or
    • offering services for the sole purpose of obtaining positive feedback of any kind;
  • Duplicating or sharing accounts;
  • Selling, trading, or giving an account to another person without Uplancer’s consent;
  • Sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;
  • Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Uplancer to recruit Freelancers and/or Clients to join an Agency or another website or company;
  • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or Uplancer’s proprietary information, including
    • Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site;
    • Bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
    • Attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
    • Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
    • Attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
    • Collecting or harvesting any personally identifiable information, including Account names, from the Site;
    • Attempting to or imposing an unreasonable or disproportionately large load (as determined in Uplancer’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of Uplancer or any third party;
    • Accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
    • Framing or linking to the Site or Site Services except as permitted in writing by Uplancer or
  • Attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or Uplancer; or
  • Accessing or using the Site or Site Services to build a similar service or application, identify or solicit Uplancer Users, or publish any performance or any benchmark test or analysis relating to the Site.

4.2 ENFORCEMENT

We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 4 or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. 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 these Terms of Use or the User Agreement.

4.3 REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

  1. DEFINITIONS

Section 5 gives you some definitions of capitalized terms that appear in the Site Terms of Use but other capitalized terms are defined above or in the User Agreement, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below have the meanings described in the Terms of Service.

 “Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User.

Freelancer” means any authorized User utilizing the Site to advertise and/or provide Freelancer Services to Clients, including Freelancer Accounts that are Agency Accounts or, if applicable, Agency Members. A Freelancer is a customer of Uplancer with respect to use of the Site and Site services.

Freelancer Services” means any services provided by Freelancers.

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, under the laws of any state, country, territory or other jurisdiction.

Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become an User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

Site” means, collectively, our website located at www.uplancer.io, all affiliated websites, including mobile websites and Uplancer Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).

Site Services” means, collectively, all services (except the Freelancer Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all Uplancer Mobile Applications.

Uplancer Mobile Applications” means all mobile applications published by Uplancer or our Affiliates for access to or use of the Site or any Site Services.

User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to Uplancer, including such information that is posted as a result of questions.

You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.

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13. UPLANCER, INC PAYMENT

Effective October 24, 2019

Uplancer, Inc. provides payment services to Users of Uplancer. We provide these payment services solely to deliver, hold, or receive payment for jobs for services engaged through, and to pay fees including service, membership and payment processing and administration fees to, Uplancer. These payment services are intended for business use, and the Users agree to use these payment services only for business purposes and not for consumer, personal, family, or household purposes.

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14. HIRE UPLANCER FULLTIME

Effective October 24, 2019

If a Client signs up to use Uplancer Hire, this Uplancer Hire Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.

This Agreement is a binding legal agreement by and between Client (“Client” and “you”) and Uplancer, Inc. (“Uplancer” or “we”) and supersedes and replaces all prior agreements between Client and Uplancer concerning Uplancer Hire.

  1. UPLANCER HIRE STAFFING PROVIDER

When a Client uses Uplancer Hire, which is described on the Site (“Uplancer Hire”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.

Your ability to use Uplancer Hire may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Uplancer Hire may be rejected for any lawful reason.

  1. INTERNATIONAL PAYROLL SERVICES

Uplancer Hire is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting sales@uplancer.io.

  1. HIRING PROCESS

As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Uplancer Hire. No work can begin until the engagement is active on the Uplancer Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.

  1. HIRING DECISIONS; LIMITATIONS ON HIRING

Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Uplancer does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Uplancer is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Uplancer. Uplancer is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Uplancer.

The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.

  1. DISCLAIMER OF LIABILITY FOR UPLANCER

Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Uplancer provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Uplancer expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Uplancer and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.

  1. UPLANCER HIRE SERVICES

The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.

  1. WORK ENVIRONMENT

Client acknowledges and agrees that neither Uplancer nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.

  1. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.

If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.

Client will inform Staffing Provider through Uplancer (at sales@uplancer.io) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.

If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.

Client acknowledges and agrees that Payroll Employees are not employees of Uplancer and that Uplancer does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Uplancer does not have the power or ability to require a Freelancer to start or stop work; (b) Uplancer does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Uplancer merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Uplancer is not an employer or joint employer of the Freelancer.

  1. COMPLIANCE WITH LEGAL REQUIREMENTS

With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.

Client will immediately inform Staffing Provider through Uplancer (at sales@uplancer.io) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.

All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.

  1. PAYING PAYROLL EMPLOYEES

10.1 General Payment Obligations

Your payments for Uplancer Hire are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Payment Instructions.

You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Uplancer. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.

10.2 Client Bill Rate; Payroll Employee Pay Rate

The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Uplancer fees. The Client will pay Uplancer’s service fees for the use of the platform and the use of Uplancer Hire (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no Uplancer fees paid by Freelancers for engagements using Uplancer Hire.

To use Uplancer Hire, Client acknowledges and agrees that the Pay Rate on Uplancer must be at least the minimum wage in the location where the Payroll Employee works.

In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email sales@uplancer.io.

10.3 Funding and Making Payments

Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Payment Instructions.

The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Uplancer or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.

  1. REQUIRED NOTIFICATIONS

Client can provide notices required under this Agreement to sales@uplancer.io.

Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.

Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.

Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to sales@uplancer.io either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.

Client also will provide Uplancer notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).

  1. INDEMNIFICATION

In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Uplancer and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Uplancer and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Uplancer or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Uplancer or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Uplancer.

  1. CHANGE OF STAFFING PROVIDER

Uplancer may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Uplancer Hire.

  1. TERMINATION OF UPLANCER HIRE

Without limiting Uplancer’s ability to terminate services provided to Client under other Terms of Service, Uplancer may terminate Uplancer Hire at any time after providing Client with notice of such termination at least 30 days in advance of the final day Uplancer Hire will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.

Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.

Upon the Termination Date, Uplancer will immediately be released from such obligations as are permitted by law, but Uplancer and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.

  1. GENERAL PROVISIONS

15.1 Governing Law

This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Uplancer must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution.

15.2 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

15.3 No Assignment

This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.5 Execution and Delivery; Binding Effect

The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

  1. CONTACTING US

If you have any questions, or need assistance, please contact sales@uplancer.io.

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15. MARK USE GUIDELINES

Effective October 24, 2019

These Mark Use Guidelines (“Guidelines”) let you know about Uplancer’s rights with respect to its marks and when and how you can use them. The Guidelines are a part of and incorporate the Terms of Service. Capitalized terms not defined in these Guidelines are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. To the extent permitted by applicable law, Uplancer may modify these Guidelines without prior notice to you, and any revisions to these Guidelines will take effect when posted on the Site, unless otherwise stated in the revised Guidelines. Please check the Site often for updates.

  1. UPLANCER MARKS

The Uplancer name and logo are trademarks of Uplancer. These Guidelines explain the terms under which you are allowed to use the “Uplancer Marks”, which for purposes of these Guidelines and the other Uplancer Terms of Service means Uplancer’s trademarks, including the following:

The Uplancer Marks are among our most valuable assets. In order to preserve and strengthen our identity, these Guidelines provide conditions of use and clear instructions on proper use of the Uplancer Marks.

  1. USE OF UPLANCER LOGO MARKS

The Uplancer Marks that are also logos are also referred to in these Guidelines as the “Uplancer Logo Marks”.

You may not use an Uplancer Logo Mark unless you have a written license, granted by Uplancer, permitting you to use the Uplancer Logo Mark. If you have not been granted such a license, then you must not use, copy, modify, distribute, or post the Uplancer Logo Mark for any reason. If you have such a license from Uplancer Logo Mark to use the Uplancer Logo Mark, you must use the Uplancer Logo Mark only as licensed and only in accordance with these Guidelines.

  1. USE OF OTHER UPLANCER MARKS

You may use Uplancer Marks other than the Logo Marks descriptively, provided you adhere to these Guidelines, or as otherwise permitted by law.

Descriptive use includes instances where you are referring to Uplancer or Uplancer services, such as “I registered on Uplancer’s website today”, “I attended Uplancer’s Work Without Limits Executive Summit”, or “Uplancer Enterprise services have saved my company money.”

Keep these principles in mind as well:

  • Your use should never mislead anyone to believe Uplancer sponsorship, affiliation, or endorsement of your company, products, or services exists when it does not.
  • When referring to Uplancer, use the Uplancer name in a plain text font and format only. Uplancer always appears as “Uplancer” or “uplancer”, never as “UpLancer”, “upLancer”, “UPLancer”, “uPlancer”, or “UPLancer”.
  1. PROHIBITED USE OF UPLANCER MARKS

Unless you have written permission from Uplancer, you must never use any Uplancer Mark: On any letterhead, business card, or signature block;

  • As part of your business name or a domain name;
  • As part of a user ID, including on Uplancer or social media;
  • In association with any third-party trademark in a manner that might create potential confusion as to the ownership of the Uplancer Mark;
  • In any manner that suggests or could lead someone to believe you are acting on behalf of or in association with Uplancer or that Uplancer has endorsed or sponsored your product or services; or
  • Outside of your relationship with us, except as permitted by Uplancer in writing.

Even if you have permission to use an Uplancer Logo Mark, you must never use any Uplancer Logo Mark:

  • That has been reproduced from an unauthorized artwork;
  • That has been modified, including color specifications, position and relative size of the letterings;
  • That has been modified to use negative or reverse “drop-out” reproduction;
  • Tightly confined in a band or bar; or
  • With other seals, logos, or other marks of other entities.
  1. USE OF COPYRIGHTED WORKS

You may not use screenshots of or videos of navigation of the Site (as defined in the Site Terms of Use) or other works copyrighted by Uplancer without Uplancer’s written permission. Rights to screenshots of user profiles, communications, and work product on Uplancer may need to be obtained from the User. You may not use such screenshots anywhere for any purpose without written authorization. Uplancer cannot grant you permission to use screenshots that include third-party content.

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16. OPTIONAL SERVICE CONTRACT TERMS

Effective March 25, 2020

Users who enter into a Service Contract on the Site with another User are free to agree to these Optional Service Terms in whole or in part, or to agree to different or additional terms for their Service Contract(s). However, if and to the extent that the Users who are party to a Service Contract have not agreed to different terms, then they agree to incorporate these Optional Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Upwork or Upwork Escrow, including any provision of the Escrow Instructions, or agree to any terms that would violate the Terms of Service. Neither Upwork, Upwork Escrow, nor any affiliate of Upwork is a party to any Service Contract by or between Users regardless of whether these Optional Terms are incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. The Optional Service Terms is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Terms in whole or in part.

1. PARTIES

Client and Freelancer identified on the Site under the Service Contract are the parties to the Services Contract. The address of each party is the address entered under the tax information on the Site. Upwork is not a party to the Service Contract.

2. SERVICES

Client and Freelancer agree that the Freelancer is performing services as an independent contractor and that Freelancer is not an employee or agent of Client. Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.

The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Services Contract remains responsible for the quality of the services.

4. CLIENT PAYMENTS AND BILLING

Freelancer agrees to accurately report hourly invoices by billing hours worked under the Account of the User that worked the hours, including, if applicable, Agencies billing their Clients for hourly work done by Agency Members.

5. TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 THIRD-PARTY RIGHTS

Freelancer represents and warrants that Freelancer will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Freelancer Services that are not generally available for use by the public or have not been legally transferred to the Client.

6.2 BACKGROUND TECHNOLOGY

Freelancer will disclose in the Engagement terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

6.3 CLIENT MATERIALS

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client

Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.

6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Freelancer’s receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

6.5 LICENSE TO BACKGROUND TECHNOLOGY

Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS

If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

6.7 ASSISTANCE

Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.

7. CONFIDENTIAL INFORMATION

7.1 CONFIDENTIALITY

To the extent a Client or Freelancer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services.

7.2 RETURN

If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

7.3 PUBLICATION

Without limiting Section 7 (Confidentiality), Client and Freelancer will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.

7.4 IMMUNITY

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8. DEFINITIONS

The following capitalized terms have the following meanings:

Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer

Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product. “Client” means any person who entered into a Service Contract to obtain Freelancer Services from a Freelancer.

Client Deliverables” means requests, intellectual property, and any other information or materials that a Freelancer receives from a Client to perform Freelancer Services.

Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.

Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure 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.

Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

Freelancer” means any person who entered into a Service Contract to perform Freelancer services for a Client.

Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.

Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in any Hourly Invoice, multiplied by the hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.

Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.

Hourly Invoice” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.

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, under the laws of any state, country, territory or other jurisdiction.

Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client.

Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

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17. UPLANCER DIGITAL ACCESSIBILITY STATEMENT

Effective October 24, 2019

Uplancer Digital Accessibility Statement

Uplancer is committed to providing an accessible experience to our customers and the public, regardless of disability status. Please contact our Accessibility Coordinator at sales@uplancer.io to learn more about accessibility support services Uplancer.

Reasonable Accommodations

Individuals who need a reasonable accommodation to access Uplancer’s services and information should send an email to sales@uplancer.io to provide information about the nature of the requested accommodation. Requesters must include contact information such as an email address or telephone number at which they can be reached. Depending on the nature of the request, Uplancer may need sufficient notice to provide a reasonable accommodation.

Online Accessibility

Uplancer strives to provide an accessible digital experience for our users. In the event that a user with a disability experiences accessibility issues with our website or mobile application, please notify us by sending an email to sales@uplancer.io. In your communication to us, please specify the nature of the accessibility difficulty, including the web address or mobile application that may have presented an accessibility challenge.

Third-Party Websites

Uplancer’s website may contain links to webpages hosted by third parties. Uplancer does not make representations with regard to the accessibility of third-party websites and is not able to remediate accessibility barriers on such websites.

Feedback

We are always working to ensure that our products and services are accessible to all guests and the public, including individuals with disabilities. If you have an idea or question about accessibility support services at Uplancer, please contact our accessibility coordinator by sending an email to sales@uplancer.io.

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