1.  OVERVIEW

Freelancerq.com is an online marketplace that enables buyers of professional services (“Employers”) to search for, enter into and manage transactions with providers of professional services (“Freelancers”) (Employers and Freelancers shall both be referred to hereafter as “Registered Users”).  The Website contains features that enable Freelancers and Employers to do, among other things, the following:

Employers:         Create profiles, post projects, search for Freelancers, communicate with Freelancers,                           
                              negotiate with Freelancers, award projects to Freelancers, manage projects, leave                                         

                              feedback for Freelancers, and pay Freelancers.

Freelancers:       Create profiles, advertise capabilities, submit quotes, negotiate with Employers, obtain
                              project awards, invoice, obtain feedback from Employers, and receive payment from 
                              Employers.

2.  REGISTRATION

A.  Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts.  To become a Registered User, you must accept all of the terms and conditions in, and linked to, these Terms of Service.  By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service.   Freelancerq.com reserves the right, in its sole discretion, to refuse, suspend, or terminate Service to anyone.

B.  Registration. To become a Registered User and to access Services you must register for a Freelancerq.com account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.  

C.  Accounts and Profiles. 

(1)  General. Once you have registered with the Website as a Registered User, the website will create your account with Freelancerq.com identified by an account number (an “Account”). You may create one or more profiles under your Account, in accordance with Section 2(D) (a “Profile”). 

(2)  Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Freelancerq.com to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
 

D.  Membership. Freelancerq.com provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User’s status as an Employer or a Freelancer (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration. 

(1)  Employers.  All Employers have the membership benefits described at http://www.freelancerq.com/ . Note, membership benefits may change from time to time at the sole discretion of Freelancerq.com and upon reasonable notice posted in advance on the Website.

3.  RELATIONSHIPS

A.  Employer and Freelancer. 

(1) Project Agreement. The engagement, contracting and management of a project are between an Employer and a Freelancer.  Upon acceptance of a quote, the Employer agrees to purchase, and the Freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Employer and Freelancer including the Project Bid, Project Description, and other terms and conditions as communicated between Employer and Freelancer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Freelancerq.com (collectively, the “Project Agreement”).  You agree not to enter into any contractual provisions in conflict with these Terms of Service.  Any provision of a Project Agreement in conflict with these Terms of Service is void.  Employer is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Freelancer is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Employer and Freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.

(2) Independence. Employer and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Freelancer and Employer or between Freelancerq.com and any Employer or Freelancer. 

B.  Registered Users and Freelancerq.com.

(1)  General. Freelancerq.com is not a party to the dealing, contracting and fulfillment of any Project between an Employer and a Freelancer.  Freelancerq.com has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Freelancers to perform services, the ability of Employers to pay for services, or that an Employer or Freelancer can or will actually complete a Project. Freelancerq.com is not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer.   All rights and obligations for the purchase and sale of services or other deliverables are solely between an Employer and a Freelancer.   Freelancerq.com will not provide any Freelancer with any materials or tools to complete any Project.  Employers and Freelancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings. 

 (2)  Third-Party Beneficiary of Project Agreement. Employer and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement.  Employer and Freelancer therefore appoint Freelancerq.com as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Freelancerq.com by these Terms of Service. Employers and Freelancers further agree that Freelancerq.com has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Freelancerq.com in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

(3)  Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Freelancerq.com, except and solely to the extent expressly stated. 

(4)  Taxes. Registered Users are responsible for payment and reporting of any taxes. Other than in connection with 1099 Services, Freelancerq.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Freelancerq.com. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Freelancerq.com receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, Freelancerq.com will deem such receipt a breach of this section and will suspend your Account until Freelancerq.com received an Internal Revenue Service Release.
 

4.  FREELANCERQ.COM FEES

A.  Membership Fee. Freelancers can choose various membership programs to subscribe to different levels of participation on the Website, as detailed on the Website. 

B.  Service Fee and Payment Processing Fee. When an Employer pays a Freelancer, Freelancerq.com deducts one or more of the following fees:

(1)  Project Fee. Freelancerq.com charges all Freelancers a Project Fee. The fee is based on a Freelancer’s profile membership type and is deducted from the total amount paid by an Employer for a Project. Freelancer’s with a Basic membership type are charged a 10% Project Fee and Freelancers with a Freelancerq or Freelancerq Vendor membership type are charged a 5% Project Fee.

(3)  Employer Payment Method Fee. If an Employer pays a Freelancer by credit card or PayPal, an Employer Payment Method Fee will be charged as described on the Website.

(4)  Freelancer Payment Method Fees. If a Freelancer makes a withdrawal request through a check or a wire transfer, a Freelancer Payment Method Fee will be charged as described on the Website. 

C.  We reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by Freelancerq.com at any time, at the sole discretion of Freelancerq.com and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
 

5.  PAYMENT AND BILLING SERVICES  

A.  Paypal Services. Freelancerq.com’s billing and payment service enables Freelancers to issue invoices and enables Employers to make payments for services (“Paypal Service”).

(1)  General. When a Freelancer completes a Project for an Employer, the Freelancer will complete the electronic invoice form (the "Invoice") and submit it to Freelancerq.com via the Freelancerq.com Website. A Freelancer must complete and submit an Invoice to Freelancerq.com for each and every Project. The Freelancer will provide Freelancerq.com with a list of items, including, but not limited to, hours worked, payment required and description of Project(s), to be included on the Invoice ("Invoice Details"). Such Invoice Details will not be final until and unless such Freelancer has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Freelancerq.com. FREELANCERQ.COM ENCOURAGES ALL FREELANCERS TO REVIEW INVOICE DETAILS. Freelancerq.com will submit the Invoice to the Employer and the Employer shall submit the payment specified in the Invoice ("Payment") to Freelancerq.com. When an Employer makes a payment through the Paypal Service, Freelancerq.com deducts the appropriate fees due Freelancerq.com as described on the Website and deposits the Payment into the Freelancer’s Account. 

(2)  Disputes. If an Employer reasonably disputes any Invoice, the Employer will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by an Employer will not be payable to a Freelancer until such dispute is resolved. Freelancerq.com's obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) Freelancerq.com's receipt of Payment from the applicable Employer and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment. In addition, if an Employer has submitted Payment to Freelancerq.com and such payment amount is then reasonably disputed by such Employer before Freelancerq.com has disbursed the disputed amount to you, you acknowledge and agree that Freelancerq.com may hold such Payment on behalf of such Employer until the dispute is resolved.

 B.  Paypal Escrow Services. 

(1)  General. At an Employer’s request, Freelancerq.com will accept an advance payment for a Freelancer’s services ("Paypal Escrow Service"). We will prevent the withdrawal of the funds by the Freelancer until (a) Employer and the Freelancer agree that the funds should be withdrawn or (b) until the Employer and Freelancer have concluded the process of the Dispute Resolution Services (as defined in Section 6).   You acknowledge that such funds will be pooled together with other all other monies collected by Freelancerq.com.

(2)  Notification of Dispute. If, for any reason, a party to a transaction using the Paypal Escrow Service requests Dispute Resolution Services, we will notify both all parties that the matter will be addressed through the Dispute Resolution Services.

C.  Withdrawal of Funds. 

(1)  General. To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Freelancerq.com determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Site or Terms of Service, Freelancerq.com has the right to refuse to process the withdrawal.

(2)  Hold on Funds. Freelancerq.com will make funds deposited in your Account generally available for you to use or withdraw. Freelancerq.com reserves the right, at its sole discretion, to place a hold on funds for Payments to clear, or if Freelancerq.com suspects monies may be subject to charge back or bank reversal or if fraud is suspected. Freelancerq.com will release a hold as soon as practical.

D.  Legal Relationship. 

(1)  When you use the Paypal Services and Paypal Escrow Services (referred to collectively as “Payment Service”) to bill for or pay service fees, Freelancerq.com acts as your agent based upon your direction and your requirements to perform tasks on your behalf.  By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Freelancerq.com as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of these Terms of Service. Each Freelancer must properly discharge and credit Employers for all payments that Freelancerq.com receives through the Payment Services from such Employers.

(2)  Freelancerq.com acts as a payment provider by creating, hosting, maintaining, and providing the Paypal Services to you via the Internet. Freelancerq.com does not have any control over the services invoiced or paid for with the Payment Services.  Additionally, Freelancerq.com does not control whether an Employer or Freelancer will actually complete the underlying transaction.  Freelancerq.com is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Freelancer as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute Freelancerq.com as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service. 

(3)  By using the Payment Services, you expressly acknowledge that (a) Freelancerq.com is not acting as a trustee or a fiduciary of Employers or Freelancers and that the Payment Services, including Paypal Escrow Services,  are provided to Registered Users administratively; (b) Freelancerq.com is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and Paypal Services are payment services rather than a banking services; (c) FREELANCERQ.COM IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH OR HELD BY FREELANCERQ.COM ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT.

E.  Miscellaneous Payment Terms.

(1)  Authorized Payments are Final. Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank Account, or PayPal. Such payments, once authorized, are final. 

(2)  Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. Freelancerq.com reserves the right to seek reimbursement from you, and you will reimburse Freelancerq.com, if Freelancerq.com discovers a fraudulent transaction, erroneous or duplicate transaction, or if Freelancerq.com receives a charge back or reversal from any Employer’s credit card company, bank, or PayPal for any reason.  You agree to and acknowledge Freelancerq.com’s right to investigate any and all transactions for fraud.  Further, you agree to cooperate with any reasonable requests made by Freelancerq.com in an effort to investigate fraud. You agree that Freelancerq.com has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.

(3)  Currency. The Payment Service operates in US Dollars and therefore Freelancerq.com is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Freelancerq.com responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.

(4)  Exclusivity and Non-Circumvention. Employers agree to use the Paypal Service or Paypal Escrow Services to make all payments to Freelancers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Paypal Service or any associated fees. As a Freelancer, you agree to use Paypal Service or Paypal Escrow Services to receive all payments from Employers identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the Paypal Service or any associated fees. 

(5)  Notification. As an Employer, you agree to notify Freelancerq.com immediately if your Freelancer solicits payment from you outside the Website. As a Freelancer, you agree to notify Freelancerq.com immediately if your Employer seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Paypal Services or Paypal Escrow Services, please submit a confidential report to Freelancerq.com by phone at 1-888-678-0136 or by sending an email to contactus@freelancerq.com.

(6)  Agreement to Pay. If, for any reason, Freelancerq.com does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service, you agree to pay such amount immediately upon demand by Freelancerq.com. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by Freelancerq.com in collecting from you the authorized but unpaid amount. In such case, Freelancerq.com may, at its option, stop processing any further payments made by you and apply any amounts then held by Freelancerq.com on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
 

6.  DISPUTE SERVICES

A.  Eligibility.  Freelancerq.com offers dispute resolution services ("Dispute Resolution Services") only to those Registered Users that have elected to use the Paypal Escrow Service and who are engaged in a dispute over a Project that is (i) pursuant to a project posting by an Employer through the Website, (ii) pursuant to a bid for by a Freelancer through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Employer for such bid.

B.  Process.

(1)  Mediation. In any dispute between Registered Users relating to a Project that is eligible for Dispute Resolution Services, you agree to mediate such dispute in good faith before Freelancerq.com for a period of twenty (20) business days.  Such twenty business day period shall be deemed to have begun the day that either party requests Dispute Resolution Services through the Website. If the result of such mediation is acceptable to both parties in a dispute, you agree to indicate your approval of such mediation through the Web Site and Freelancerq.com will disburse funds in accordance with the results of such mediation. If you are dissatisfied with the progress, or if twenty (20) business days have lapsed since you have notified Freelancerq.com of a dispute between you and a Professional, you agree to submit your dispute to binding arbitration as further set forth below.

(2)  Arbitration. In any dispute between an Employer and a Freelancer which cannot be resolved through mediation, you expressly agree to and acknowledge that Freelancerq.com or a third party chosen by Freelancerq.com will arbitrate the dispute in accordance with these Terms of Services and the Website. 

(a)  You acknowledge and agree that Freelancerq.com will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project Agreement, (ii) the parties' course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself and (iv) any information or communication that the Employer and the Freelancer agree should be considered.

(b)  Freelancerq.com shall render its decision within five (5) business days of a failed mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Professional with which you are engaged in a dispute.

(c)  You agree that the decision of Freelancerq.com, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will disburse funds from our escrow Account in accordance with the arbitrator’s decision.

(d)  In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.

C.  Communication. You agree and acknowledge that (1) Freelancerq.com will use the e-mail address corresponding with your Account ID Number registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by Freelancerq.com using the e-mail address corresponding with your Account ID Number registered at the time a dispute arises.

D.  Acknowledgements.  You agree and acknowledge that (1) Freelancerq.com is not providing legal services to you or to a Professional, (2) Freelancerq.com will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Freelancerq.com for any such counsel. You agree to indemnify and hold harmless Freelancerq.com and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute Resolution Services under these terms, you should not elect to use the Paypal Escrow Services.

7.  1099 SERVICES. 

At the request of an Employer, Freelancerq.com shall issue each individual Freelancer whom you have engaged through the Website a summary on Form 1099 reflecting Payments (less fees) paid to each Freelancer. You hereby acknowledge that, although Freelancerq.com may provide 1099 Services to Employers, the Employer’s Project Agreement to obtain services and make payments is an agreement between an Employers and a Freelancer.

8.  TERM; TERMINATION AND SUSPENSION

A.  These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Freelancerq.com as provided for under the terms of this section.

B.  Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically