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Escrow Account Agreements


Softral Account Agreement



Effective Date July 04, 2016


Last update: March 15, 2018


This Account Agreement (thisAgreement) is a contract between you and Softral and, to the extent expressly stated in this Agreement, our subsidiaries, Softral and Shaikh Corp. This Agreement governs your Account, Escrow Accounts, and related Site Services, including the Escrow Services, and is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Escrow Instructions and other Terms of Service (theTerms of Service). Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. To the extent permitted by applicable law, 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 in the revised Agreement. Please check the Site often for updates. For purposes of this Agreement, Softral and our Affiliates are sometimes referred to collectively as weor “us,” as applicable. Capitalized terms not defined in this Agreement are defined in the UserAgreement or in the other Terms of Service or have the meanings given such terms on the Site.


1. Digital Signature


By electronically registering for an Account on the Site, you are deemed to have executed this Agreement, including its Escrow Instructions and terms , electronically, effective on the date you register for your Account, pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §§ 7001 et seq.). Registering for an Account electronically on the Site constitutes your acknowledgment that you are able to electronically receive, download, and print this Agreement, including its Escrow Instructions.


2. Consent to Use Electronic Records and Notices


In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site Services, we ask that you give us permission to provide these records and notices to you electronically instead of in paper form.


Your consent and your right to withdraw consent


By registering for an Account on the Site, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services. Your consent to receive such records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will close your Account and any related Escrow Account, and you will no longer be able to use the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.


You must keep your email address current with us


In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Softral Customer Service.


Hardware and software you will need


To access and retain the records and notices we provide to you electronically, you must have: (i) a valid email address; (ii) a computer system that operates on a platform like Windows or Mac; (iii) a connection to the Internet; (iv) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified as (users utilizing other browsers may experience compatibility difficulties); (v) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 8 or higher; (vi) a computer or device and an operating system capable of supporting all of the above; and (vii) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. ByCurrent Version,” we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement electronically, you represent that (i) you have read and understand the foregoing consent to receive and notices electronically; (ii) you satisfy the minimum hardware and software requirements specified above; and (iii) your consent will remain in effect until you withdraw your consent as specified above.


3. Account Registration


To access the Softral Site Services or become a Member, you must register for an Account with us (Account). You agree to provide true, accurate, and complete information to us and on all registration and other forms you access on the Site and to update such information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your education, experience or location. You must not register for more than one Client Account ("Employer") and one Freelancer Account without express written permission from Softral (except that you are allowed to be a Team Member of other Accounts as provided below). Solely for purposes of the foregoing sentence,Youmeans you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family. Upon Account registration, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews.


Softral offers the Site Services for your business purposes and not for personal, household, or consumer use. To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, you also must accept all of the Terms of Service, including this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Terms of Service and the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by applicable law, by this Agreement, or by the other Terms of Service. Softral reserves the right in its sole discretion to refuse, suspend, or revoke your access to the Site Services upon discovery that any information you provided on any form or posted on the Site or otherwise provided to us is untrue, inaccurate, or incomplete, or otherwise violates the Terms of Service or for any other reason or no reason in Softral's sole discretion.


4. Team Accounts


As a Member, you may create a Team Account by adding Team Members to your Account to act on your behalf in the roles you assign. You may also grant certain Account administration privileges to one or more Team Account Administrators. Except as otherwise required by applicable law, only the Member who registered the Team Account and the Team Account Administrators can add or remove Team Members to or from the Team Account.


You must create a new Account and profile for each Team Member. Each Team Member must be a real person or a legal entity. Each Team Member profile must contain the Team Member’s real name and comply with all Terms of Service. Softral reserves the right to require any Team Member’s identity to be verified at any time.


You agree to grant access to the Team Account and any related Team Member only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Team Member and any other User who uses the Team Account, including Team Account Administrators. You represent that your Team Members have the authority to accept this Agreement and the other Terms of Service on your behalf and as your legally binding obligation. You agree (1) not to use any Account, Team Member, username, or password of another User that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Team Account or any related Team Member Account at any time.


Your Team Account (including feedback) and username are transferable only upon Softral approval, at Softrals sole discretion.


If any of your Team Membersprofiles violate the Terms of Service, your ability to use the Site Services may be affected. Softral reserves the right to revoke the membership privileges of a Team Account and any or all Team Members related to the Team Account without warning if, in Softral's sole discretion, false or misleading information has been provided for the Team Account or by a Team Member.


      5.Usernames and Passwords

When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account (and can change the username and password for any Team Account at any time).


You acknowledge and agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access your Account. In addition, if you are a Member who owns a Team Account, or if you are a Team Account Administrator, you agree to safeguard and maintain the confidentiality of all your Team Account passwords. You authorize Softral to assume that any person using the Site with your username and password or your Team Account passwords, and the username of any Team Account added by a Team Account Administrator (if any), either is you or is a User 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 related Team Account or any unauthorized access to or misuse of your password or the password of any User of your Account or any related Team Account.


6. Payment Methods


In order to use certain Site Services, Client ("Employer") must provide account information for at least one valid Payment Method. Client/ employer hereby authorizes Softral and our Affiliates to verify Client’s ("Employer") Payment Method information and store, or contract with a third-party to store, Client’s ("Employer") Payment Method information for future use as provided under this Agreement and our Privacy Policy. 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.


Client ("Employer") hereby authorizes Softral and its subsidiaries, to authorize all credit cards provided by Client ("Employer"), to store credit card details as Client's method of payment for Services, and to charge Clients ("Employer") credit card (or any other Payment Method authorized by Softral or mutually agreed to between Client ("Employer") and Softral). Credit cards and PayPal accounts in most countries will be charged by Softral as part of Shaikh corp. that provides the Escrow Services described in this Agreement. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by Shaikh Corp, working as Softral provides, among other things, financial and merchant services, including clearance and settlement services for charges to Users in Australia, Canada, the Eurozone, and the United Kingdom pursuant to this Agreement.


By providing Payment Method information through the Site, Client ("Employer") represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s ("Employer") use of such Payment Method(s) or applicable law. When Client ("Employer") authorizes a payment using a Payment Method via the Site, Client ("Employer") represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method.


To the extent any amounts owed under this Agreement cannot be collected from Client("Employer") Payment Method(s), Client ("Employer") is solely responsible for paying such amounts by other means. 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 Engagement, (ii) discover erroneous or duplicate transactions, or (iii) receive any chargeback from the credit card company, bank, PayPal, or other Payment Method provided by you or otherwise in connection with your Member Contract. You agree that we have the right to obtain such reimbursement by instructing softral to (and Softral will have the right to) charge an applicable Escrow 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 credit card or other Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain reimbursement for chargebacks for which you received Site Services pursuant to the Terms of Service, we may, in addition to any other remedies available under applicable law, suspend or revoke your access to the Site Services and close your Account.


7. Escrow Account and Escrow Services


Softral provides Escrow Services to Members to deliver, hold, and/or receive payment for an Engagement and to make payments to Softral. Shaikh Corp. dba as Softral s a licensed Internet escrow agent and holds Alabama Securities Commission license No. SC 538. The Escrow Services are intended for business use only. You agree to use the Escrow Services for business purposes and not for consumer, personal, family, or household purposes. Depending on your needs and instructions, Softral will establish and maintain one of three different types of Escrow

Accounts:

(a) Client ("Employer") Escrow Account. After entering into a Member Contract with Freelancer, the first time Client ("Employer") makes a payment for an Engagement, or the first time a Private Talent Cloud Client ("Employer") puts money into its Account to be used for Engagements, Softral will establish and maintain aClient ("Employer") Escrow Accountto hold funds for Client ("Employer") to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Softral or Shaikh Corp.


(b) Freelancer Escrow Account. After entering into a Member Contract with Client ("Employer"), the first time Freelancer uses the Site to make a payment to Shaikh Corp. or receive payment for an Engagement, Softral will establish and maintain aFreelancer Escrow Accountfor Freelancer to receive payments for Engagements, withdraw payments, issue refunds to Clients ("Employer"), and make payments to Softral.


(c) Fixed Price Escrow Account. When you enter into a Member Contract for a Fixed Price Engagement, Softral will establish and maintain a “Fixed Price Escrow Accountto receive, hold, and release payments pursuant to the Fixed Price Escrow Instructions for the Engagement that is the subject of that Member Contract.

d) Hourly Escrow Account will be based on weekly planned hours of engagement and hourly rate. The funds will be released to the freelancer after each milestone is completed. Softral will receive, hold and release payments per contract after deducting its disclosed and established fee for service.


You hereby authorize and instruct Softral to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the Escrow) in accordance with this Agreement and the applicable Escrow Instructions.


Funding the Fixed Price Escrow Account


Whenever Client ("Employer") authorizes the payment of a milestone related to a Fixed Price Engagement on the Site, Client ("Employer") automatically and irrevocably authorizes and instructs (i) Softral, Shaikh Corp, and any of our Affiliates to charge Client’s ("Employer") Payment Method for the amount of the milestone for credit to the Client ("Employer") Escrow Account; and (ii) Softral, as escrow agent, to immediately release the amount from the Client ("Employer") Escrow Account and deposit it in the Fixed Price Escrow Account. If Softral, Shaikh Corp, or any of our Affiliates cannot collect sufficient amounts to fund the Escrow for any reason, Softral has no obligation with respect to the creation, funding, or increased funding of the Fixed Price Escrow Account.


Client ("Employer") acknowledges and agrees that (i) once funds are deposited in the Fixed Price Escrow Account, Freelancer will begin work in reliance on the Fixed Price Escrow Account as security for Client’s ("Employer") payment obligations under the Member Contract; and (ii) the Escrow is non-refundable, except pursuant to this Agreement, the applicable Escrow Instructions, the Refund and Cancellation Policy, the applicable Dispute Resolution Policies, or as otherwise required by applicable law.


Paying a Timesheet, Miscellaneous Invoice, or Bonus


Whenever Client ("Employer")  approves or is deemed to have approved time on a timesheet, and whenever Client ("Employer") authorizes payment of a miscellaneous invoice or bonus to a Freelancer via the Site, Client ("Employer") automatically and irrevocably authorizes and instructs (i) Softral, Shaikh Corp, and any of our Affiliates to charge Client’s ("Employer") Payment Method for the amount of the required payment for credit to the Client ("Employer") Escrow Account; and (ii) Softral, as escrow agent, to immediately release the amount from the Client ("Employer") Escrow Account and deposit it in the applicable Freelancer Escrow Account. If Softral, Shaikh Corp., or any of our Affiliates cannot collect sufficient amounts to fund the Escrow for any reason, Softral has no obligation with respect to the funding or increased funding of the Freelancer Escrow Account.


Paying Softral or Shaikh Corp.


Whenever a Member authorizes a payment to Softral, the Member automatically and irrevocably authorizes and instructs (i) Softral, Shaikh Corp and any of our Affiliates to charge Member’s Payment Method for the amount of the payment for credit to the Member’s Escrow Account; and (ii) Softral, as escrow agent, to immediately release the amount from the Members Escrow Account and pay it to Softral. If Softralor our Affiliates cannot collect sufficient amounts to fund the Escrow for any reason, Softral has no obligation with respect to making the payment to Shaikh Corp. on behalf of the Member.


Pre-Funding a ("Employer") Client  Escrow Account


A Private Talent Cloud Client may also deposit funds into the Client ("Employer") Escrow Account by check or wire transfer to be used for Engagements. If you are not a Private Talent Cloud Client ("Employer") and you wish to make any payments by check or wire transfer, you must identify the Engagement for which payment is being made on your check or in your wire transfer instructions. If Softral or our Affiliates cannot collect the amount authorized or deposited for payment for any reason, softral has no obligation with respect to the creation, funding, or increased funding of the Client Escrow Account.


No Return of Funds


Each of Client ("Employer") and Freelancer acknowledges and agrees that Softral will provide the Escrow Services, Freelancer will perform the Freelancer Services, and Softral will release funds as required by the applicable Escrow Instructions, all in reliance on (i) Client’s ("Employer") instruction to Softral to fund a Fixed Price Escrow Account or to release a payment to Freelancer, (ii) this Agreement, and (iii) the applicable Escrow Instructions. Client ("Employer") also acknowledges and agrees that the Terms of Service provide a dispute resolution process, up to and including binding arbitration, as a way for Client ("Employer") to recover its funds. Therefore, and in consideration of the Escrow Services provided by Softral, each of Client  ("Employer") and Freelancer agrees that once Softral either funded a Fixed Price Escrow or released funds to a Freelancer Escrow Account as required by applicable Escrow Instructions (“Escrowed or Released Funds), the Escrow Services are accepted by Client ("Employer") and Freelancer and the payment is non-refundable, except in accordance with the Terms of Service or as otherwise required by applicable law. If we have provided the foregoing services in accordance with this Agreement, Client ("Employer") agrees not to ask its credit card company, bank, PayPal, or other Payment Method to charge back any Escrowed or Released Funds for any reason.


A chargeback in breach of the foregoing obligation is a material breach of this Agreement and the User Agreement. If such a chargeback occurs, we may pursue all available remedies under applicable law, including, but not limited to:


(a) Close Client’s ("Employer") Account;


(b) Dispute or appeal the chargeback; and


(c) Seek reimbursement or institute collection action against Client ("Employer") and Freelancer for reimbursement of the amount charged back plus costs and expenses, including reasonable attorneys’ fees.


Freelancer Appointment of Softral and Subsidiaries as Agent


If you are a Freelancer and you request payment related to an Hourly Engagement or the release of funds from a Fixed Price Escrow Account, you hereby appoint Softral itswholly owned subsidiaries as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Softral is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client ("Employer") for all payments and releases that Softral receives on Freelancer’s behalf from or on behalf of such Client ("Employer").


Title to Funds


Neither Shaikh Corp nor Softral is a bank. Softral is a licensed Internet escrow agent (Pending). Alabama Securities Commission License No. SC 538  Softral deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The Escrow Account maintained at the bank is separate from the operating accounts of Softral and our Affiliates. Softral will not voluntarily make funds deposited in the Escrow Account available to its creditors, or the creditors of Shaikh Corp, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Softral holds only legal title to, and not any equitable interest in, the Escrow Account and any funds deposited therein. This Agreement is supplementary to the Member Contract and to any other agreement between Client ("Employer") and Freelancer concerning the Engagement, as provided in 11 United States Bankruptcy Code, § 365(n).


No Interest


You agree that you will not receive interest or other earnings on the funds held in the Escrow Account. Softral, 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.


Escrow Instructions


Softral will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions.


US Dollars and Foreign Currency Conversion


The Site and the Site Services operate in US Dollars. If Client’s Payment Method is denominated in a currency other than US Dollars and requires currency conversion to pay the Escrow or other payments in US Dollars, the Site may display foreign currency conversion rates Softral, or our Affiliates currently make available to convert supported foreign currencies to US Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client ("Employer"), at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to US 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 US Dollars and either Softral, or our Affiliates do not support the foreign currency or Client ("Employer") does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Softral or one of our Affiliates will charge Client’s ("Employer") Payment Method in US Dollars and Client’s ("Employer") Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s ("Employer") Payment Method provider. Client’s ("Employer") Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s ("Employer") authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s ("Employer") sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check, or automated clearinghouse to and from the Escrow Account.


Softral Service Fees


If you are a Freelancer, you agree to pay Softral a Service Fee that Softral earns for creating, hosting, and maintaining the Site Services. The Service Fee is described under plans and fees. Whenever you receive a payment related to an Engagement into your Freelancer Escrow Account, you irrevocably authorize and instruct Softral to deduct the corresponding Service Fee(s) from your Freelancer Escrow Account and make payment to Softral on your behalf.


If you are a Client ("Employer"), you agree to pay Softral , or one of our Affiliates the fee set forth in the Section/page Plans and Fees titled “Dormant Engagementswhenever funds are released from the Client ("Employer") Escrow Account to you from a Dormant Engagement.


Escrow Fees


In exchange for the Escrow Services provided to you by Softral, you agree that Softral has earned, and you agree to pay, Softral a fee of USD $2 per payment transaction (the Escrow Fee) beginning the 10th day after Softral, a Client ("Employer") Escrow Account or Freelancer Escrow Account for you (theEscrow Fee Start Date). You irrevocably authorize and instruct Softral to

deduct the Escrow Fee from your Client ("Employer") Escrow Account or Freelancer Escrow Account (as applicable) on the Escrow Fee transaction Start Date and every time each transaction is made thereafter if your Client ("Employer") Escrow Account or Freelancer Escrow Account (as applicable) has a positive account balance on that day. You will not be subject to the Escrow Fee if:


1. You are a Freelancer with a paid membership;


2. The balance of your Client ("Employer") Escrow Account or Freelancer Escrow Account (as applicable) was $0 at any point during the 30 calendar days preceding the date that the Escrow Fee would otherwise be due; or


3. You are a Member with Premium Membership.


Escrow Instructions for Withdrawals or Payments to Softral


You authorize and instruct Softral to release applicable portions of the Freelancer Escrow Account or the Client ("Employer") Escrow Account (each portion, a Release) to Freelancer, Client ("Employer"), or Softral , as applicable, via the Site, in accordance with one or more of the following Release Conditions or as otherwise permitted by applicable law:


1. Freelancer uses the Site to request a withdrawal to Freelancer from the Freelancer Escrow

Account.

2. Client ("Employer") uses the Site to request a withdrawal to Client ("Employer") from the Client ("Employer") Escrow Account.


3. Client ("Employer") or Freelancer uses the Site to authorize and make a payment to Softral for products or services offered by us.


Any withdrawal request will be subject to the conditions and restrictions contained on the Site, the applicable Escrow Instructions, and the other Terms of Service. Notwithstanding any other provision of the Terms of Service and except as prohibited by applicable law, if we believe or determine, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service Softral has the right to refuse to process the withdrawal or hold the withdrawal if we require additional information, including, without limitation, identification verification, tax information, government issued identification, address, date of birth, and the like. In addition, and except as prohibited by applicable law, we reserve the right, in our sole discretion, to place a hold on funds in an Escrow Account and any other accounts you hold with us, and offset any amounts determined to be owing, if: (i) payments are pending; (ii) for transaction processing; (iii) if we have reason to believe monies may be subject to dispute or chargeback; (iv) if we suspect fraud; (v) if we believe there are reasonable grounds for insecurity with respect to the performance of your obligations under the Terms of Service; (vi) if we deem necessary in connection with any investigation; or (vii) if required by applicable law. If, after investigation, we determine that a hold on funds in an Escrow Account is no longer necessary, we will release such hold as soon as practicable after conclusion of the investigation.


Release of Escrow Account Funds


You acknowledge and agree that Softral acts merely as an Internet escrow agent. Softral has fully delivered the Escrow Services to you if Softral provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. If you authorize or instruct Softral to release or make a payment of funds from an Escrow Account associated with you or if any other Release Condition occurs, Softral may release or pay those funds as instructed in reliance on your authorization, this Agreement and the applicable Escrow Instruction. In addition, Softral may release or pay funds from an Escrow Account as required by applicable law.


Escrow Agent Duties


We undertake to perform only such duties as are expressly set forth in this Agreement and the applicable Escrow Instructions, and no other or further duties will be implied. We do not guarantee the performance, functionality, quality, or timeliness of any Freelancer Services. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire into or investigate any agreement or communication between Client ("Employer") 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 ("Employer") or Freelancer in accordance with this Agreement or the applicable Escrow 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 into or investigate the validity, accuracy, or content of any such document. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow 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, which, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow 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 Escrow Account until we are directed otherwise in writing by Client ("Employer") and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.


Escrow Agent Rights


We have the right in our sole discretion, but not the obligation, to institute arbitration or other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client ("Employer") and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding, and regardless whether we are identified as a party in interest in any dispute, arbitration, 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 Escrow Account with a court of competent jurisdiction. If we believe, in our discretion, that Client ("Employer") or Freelancer has committed or is attempting to commit fraud or other illicit acts related to the Site Services, Softral may take such actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Any corporation or association into which Softral may be merged or converted or with which Softral may be consolidated, or any corporation or association to which all or substantially all the escrow business of Softral may be transferred, will succeed to all the rights and obligations of Softral as escrow holder and escrow

agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable

law.

Term and Closure of Escrow

Upon the completion of a Fixed Price Engagement and the release of all funds in the Fixed Price Escrow Account, we will automatically close the Fixed Price Escrow Account. Upon the closure of Freelancer’s Account (for any reason) and the release of all funds in the Freelancer Escrow Account, we will automatically close the Freelancer Escrow Account. Upon the closure of Client’s ("Employer") Account (for any reason) and the release of all funds in the Client ("Employer") Escrow Account, we will automatically close the Client ("Employer") Escrow Account. Except as otherwise expressly stated in this Agreement and the applicable Escrow Instructions, Softral reserves the right to close: (i) a Fixed Price Escrow Account, for any reason, by providing Client ("Employer") and Freelancer 20 days’ written notice; and (ii) a Client ("Employer") Escrow Account or Freelancer Escrow Account, for any reason, by returning any remaining funds to Client ("Employer") or Freelancer, as applicable, or otherwise disposing of such funds in accordance with applicable law. Upon closure of any Escrow Account, the remaining provisions of the Terms of Service will survive, including, without limitation, provisions relating to your obligations to pay Elance any amounts due, dispute resolution, limitation of liability, and indemnification.

Escrow Disputes

For any Dispute arising between Client ("Employer") and Freelancer regarding a Fixed Price Escrow Account (excluding disputes involving claims for injunctive or other equitable relief), Client ("Employer") and Freelancer will pursue resolution of the Dispute in accordance with the Refund and Cancellation Policy and the applicable Dispute Resolution Policy. During the process of Dispute resolution set forth in those policies, Softral will continue to hold the Escrow pending a Release Condition.

A Private Talent Cloud Client ("Employer") and a Freelancer have the right to submit an agreement on the Site or in their Engagement Terms evidencing that they have agreed not to use the Dispute Resolution Process for Disputes over a Fixed Price Escrow Account. Such an agreement will be deemed to be a “Supplemental Escrow Instruction.”

Miscellaneous Terms

Escrow Status. Client ("Employer") and Freelancer may access current information regarding the status of the Escrow Account on the Site.

Notice of Requested Order. If Freelancer or Client ("Employer") intends to obtain an order from any arbitrator or any court, which order might direct Softral to take, or refrain from taking any action, with respect to the Escrow Account, that party will: (1) give us at least five Business Days prior notice of the hearing; (2) include in any such order a provision that, as a precondition to Softral’s obligation, we be paid in full for any amounts to which we would otherwise be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.

No Third-Party Rights. This Agreement and the applicable Escrow Instructions are intended solely for the benefit of Client, Freelancer, Softral, Elance, our Affiliates, and our and their respective permitted successors and assigns, and no other person or entity has or acquires any right by virtue of this Agreement or the applicable Escrow Instructions unless otherwise expressly agreed to in writing by Client, Freelancer, Softral, and Shaikh Corp..

Successors and Assigns. This Agreement and the applicable Escrow Instructions are binding upon and inure to the benefit of the successors and assigns of Client, Freelancer, and us. However, we have no obligation to recognize any successor or assign of Client or Freelancer unless we have received conclusive written evidence satisfactory to us of such succession or assignment.

8. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support at:

Web Support: Customer Service

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday  through Friday 8:00 AM to 5:00 PM US Central Time)

Online Help Topics: http://www.softral.com



Independent Contractor Services Agreement



Effective Date: November 10, 2015


If a Client and a Freelancer enter an independent contractor relationship, then this Independent Contractor Services Agreement (this “Services Agreement”) will apply. Your use of the Site after the effective date will signify your acceptance of and agreement to this Services Agreement. To the extent permitted by applicable law, we may modify this Services Agreement without prior notice to you, and any revisions to this Services Agreement will take effect when posted on the Site, unless otherwise stated in the revised Services Agreement. Please check the Site often for updates.

This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Services Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.


Client is solely responsible for determining whether Freelancer is its independent contractor or employee. Shaikh Corp. disclaims any liability for that determination.


1. Member Contract


Client agrees to purchase, and Freelancer agrees to deliver, the Freelancer Services in accordance with their Member Contract. Client and Freelancer may agree to Engagement terms or other contractual provisions uploaded to the Workroom that modify this Services Agreement. However, no Engagement term or contractual provision may modify any Mandatory Terms. Conflicts in the Member Contract will be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Engagement terms, as awarded and accepted in the Workroom; (3) other contractual provisions as uploaded to the Workroom and accepted by Client and Freelancer; and (4) this Services Agreement.

CLIENT AND FREELANCER IRREVOCABLY AGREE THAT ANY PART OF THEIR MEMBER CONTRACT THAT CONFLICTS WITH OR PURPORTS TO MODIFY THE MANDATORY TERMS WILL BE NULL AND VOID WHILE THE OTHER PARTS OF THE MEMBER CONTRACT WILL REMAIN VALID AND BINDING.


2. Responsibilities and Performance


Client is responsible for specifying its Engagement, screening, engaging, inspecting, accepting, and paying for Freelancer Services in accordance with the Member Contract in a timely and professional manner. Freelancer is responsible for the performance and quality of the Freelancer Services in accordance with the Member Contract and providing the Freelancer Services in a timely and professional manner, consistent with industry practice, at a location, place, and time that Freelancer deems appropriate. Client and Freelancer each covenants and agrees to act in good faith and deal fairly in the performance of the Member Contract.


3. Duration of Services


The term of the Member Contract commences and terminates on the dates specified in the Engagement terms, unless both Client and Freelancer otherwise agree in the Workroom.


4. Independent Contractor Relationship


Freelancer’s relationship with Client will be that of an independent contractor, and nothing in the Member Contract will be construed to create a partnership, joint venture, or employer-employee relationship. Freelancer is not the agent of Client and is not authorized to make any representation, contract, or commitment on behalf of Client. Freelancer will choose the manner and means to perform the Freelancer Services. Freelancer will provide its own equipment, tools, and other materials at its own expense. Freelancer, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.

Freelancer is solely and exclusively liable for complying with, and making all payments under, all applicable local, state, federal, and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Freelancer under the Member Contract. Neither Client nor Shaikh Corp. will withhold or make payments for social security, unemployment insurance, or disability insurance contributions or obtain workers’ compensation insurance on Freelancer’s behalf. Freelancer hereby agrees to indemnify and defend Client and Shaikh Corp. and our Affiliates against any and all such taxes or contributions, including penalties and interest. Freelancer will provide proof of payment of appropriate taxes on fees paid to Freelancer upon request of Client or Shaikh Corp..


5. Intellectual Property Rights


Certain Defined Terms


The following capitalized terms have the following meanings:


Background Technology” means all Inventions developed by Freelancer, other than in the course of providing the Freelancer Services to Client under the Member Contract, and all Inventions that Freelancer incorporates into Work Product.


Client Materials” means instructions, requests, intellectual property, and any other information or materials that Client provides to Freelancer for a Member Contract.


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


Work Product” means any and all work product developed by Freelancer as required to complete the Engagement and delivered to Client in the performance of the Engagement, excluding Background Technology.


Background Technology


Freelancer will disclose in the Engagement Terms any Background Technology that 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 to the Member Contract. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party 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’s Intellectual Property Rights 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.

License to Background Technology


Upon Freelancer’s receipt of payment from Client, 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 or used in Work Product.


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 Member 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 Member Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Member Contract and/or this Services Agreement) 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.


Ownership of Work Product and Intellectual Property


Upon Freelancer’s receipt of payment from Client, the Work Product, including, without limitation, all Intellectual Property Rights in the Work Product, 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 worldwide right, title, and interest 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.


License to or Waiver of Other Rights


If Freelancer has any rights to the Work Product, including, without limitation, any Intellectual Property Rights, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of 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 sub license through multiple levels of sub licensees, 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.


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 Member 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.


6. Competitive or Conflicting Engagements

Freelancer agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Freelancer’s obligations under the Member Contract. Freelancer warrants that there is no such contract or obligation in effect as of the date Freelancer accepts the Engagement and none will take effect thereafter. Freelancer further agrees not to disclose to, deliver to, or induce Client to use any confidential information that belongs to anyone other than Client or Freelancer.


7. Confidential Information

Freelancer agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Client, Freelancer (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose or permit others to disclose any Confidential Information to any third party without first obtaining Client’s express written consent; and (c) will limit access to Confidential Information to Freelancer personnel who need to know such information in connection with providing the Freelancer Services to Client. “Confidential Information” means all information related to Client’s business and prospects or related to Work Product delivered or agreed to be delivered from Freelancer to Client, including, without limitation: (i) Client Materials; (ii) trade secrets, inventions, ideas, processes, computer source and object code, formula, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (iii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iv) information regarding the skills and compensation of Client’s employees, contractors, and any other service providers; (v) information designated by Client, either in writing or orally, as Confidential Information, (vi) the existence of any business discussions, negotiations, or agreements between Client and any third party; and (vii) all such information related to any third party that is disclosed to Client or to Freelancer during the course of or in connection with the Engagement or pursuant to the Terms of Service. Notwithstanding the foregoing, it is understood that Freelancer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Freelancer’s own skill, knowledge, know-how, and experience. Confidential Information does not include information that was known to Freelancer prior to Client's disclosure here under or that becomes publicly available through no fault of Freelancer.


8. Freelancer Representations and Warranties


Freelancer hereby represents and warrants that (a) the Work Product will be an original work of Freelancer and any third parties will have executed assignment agreement(s) consistent with this Services Agreement prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth in the Member Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Freelancer will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Freelancer has full right and power to enter into and perform the Member Contract without the consent of any third party; (g) Freelancer has an unqualified right to grant the license to all Background Technology as set forth in the subsection titled “License to Background Technology”; and (h) Freelancer will comply with all laws and regulations applicable to Freelancer’s obligations under the Member Contract.


9. Indemnification

Freelancer will defend, indemnify, and hold harmless Client against any damage, cost, loss, or expense arising from a claim, suit, or proceeding brought against Client (i) alleging that any Work Product infringes, misappropriates, or otherwise violates any Intellectual Property Rights, or (ii) arising from Freelancer's breach of the terms of this Services Agreement, the User Agreement, or other Terms of Service.


10. Termination


Termination with Cause


Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within 15 days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with Shaikh Corp.’s Refund and Cancellation Policy and the applicable Dispute Resolution Policies referenced therein. Client may also terminate the Member Contract immediately in its sole discretion in the event of Freelancer’s material breach of the sections titled “Intellectual Property Rights,” “Competitive or Conflicting Engagements,” and “Confidential Information.”


Return of Property


Upon termination of the Member Contract or upon Client’s request at any other time, Freelancer will deliver to Client all of Client’s property together with all copies thereof, any other materials containing or disclosing any Work Product that Client has paid for, and Confidential Information.

Survival


In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: sections titled “Intellectual Property Rights,” “Confidential Information,” “Freelancer Representations and Warranties,” “Indemnification,” “Return of Property,” “Survival,” “Exclusion and Limitations of Liability,” and “General Provisions.”


11. Multi-Employee or Multi-Contractor Freelancer


Before any of Freelancer’s employees, contractors, or agents perform services in connection with the Member Contract or have access to Client’s Confidential Information, the employees, contractors, and agents and Freelancer must have entered into a binding written agreement that contains provisions substantially equivalent to the sections titled “Intellectual Property Rights,” “Competitive or Conflicting Engagements,” “Confidential Information,” and any modifications thereto. Freelancer agrees (a) that its employees, contractors, and agents will not be entitled to or eligible for any benefits that Client may make available to its employees; (b) to limit access to the Confidential Information to those of its employees, contractors, and agents who have a reasonable need to have such access in order to perform the services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees, contractors, and agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Services Agreement.


12. Disclaimer of Warranties


Other than the warranties expressly stated in this Services Agreement or other Terms of Service, Freelancer disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade. Some states and jurisdictions do not allow for all the foregoing on implied warranties, so to that extent, if any, some or all of the above limitations may not apply.


13. Exclusions and Limitations of Liability

Except for a violation of section 7 titled “Confidential Information”, in no event will either Freelancer or Client be liable to the other for any special, indirect, consequential, incidental, or punitive damages pursuant to the Member Contract, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages.

Notwithstanding any other provision of this Services Agreement, except for a violation of section 7 titled “Confidential Information” and as provided under section 9 titled “Indemnification”, in no event will either Freelancer or Client be liable to the other for any action or claim related to the services provided for the Engagement, whether based on contract, tort, negligence or any other theory of liability, in an amount in excess of the amount Client paid to Freelancer through the Site during the one-year period immediately preceding the determination of such liability.


Some jurisdictions do not allow for all the foregoing exclusions and limitations of liabilities, so to that extent, if any, some or all of these disclaimers, limitations, and exclusions may not apply to you.


14. General Provisions


Governing Law


This Member Contract and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, 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 or is legally organized. You agree that any Claim must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

Severability


If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract 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.


No Assignment


The Member Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Member Contract will be binding upon assignees. Notwithstanding the foregoing, Client may, without the consent of Freelancer, assign any rights and obligations under the Member Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Member Contract will be binding upon and enforceable by and against Client’s and Freelancer’s successors and assigns, provided that any unauthorized assignment will be null and void and constitute a breach of the Member Contract.


Notices


Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading them to the Workroom.


Injunctive Relief


Freelancer acknowledges that, because its services are personal and unique and because Freelancer will have access to Confidential Information of Client, any breach of the Member Contract by Freelancer would cause irreparable injury to Client for which monetary damages may not be an adequate remedy and, therefore, will entitle Client to injunctive relief (including specific performance). The rights and remedies provided to each party in the Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.


Waiver


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


Export


Freelancer and Client agree not to, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. Freelancer and Client also each warrant that they are not prohibited from receiving U.S. origin products, including services or software.


Execution and Delivery; Binding Effect


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


Entire Agreement


The Member Contract is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective unless uploaded to the Workroom and accepted by Freelancer and Client.


15. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows:


Web Support: https://www.softral.com/pages/contact-us

Email: admin@softral.com CC: softral2@pronoor.com

Phone: 1-251-633-0801

(Monday Friday 8:00 AM to 5:00 PM US Central Time)

Online Help Topics: http://www.softral.com


Hourly and Miscellaneous Payment Agreement with

Escrow Instructions



Effective Date: November 10, 2015



If Client and Freelancer enter into a Member Contract for an Hourly Engagement, if Client makes a miscellaneous

payment to Freelancer, or if the Member Contract includes the Payroll Services Agreement, this Hourly and

Miscellaneous Payment Agreement with Escrow Instructions (this “Agreement”) applies. To the extent permitted by

applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you,

and any revisions to this Agreement will take effect when posted on the Site, unless otherwise stated in the revised

Agreement. Please check the Site often for updates.



This Agreement hereby incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site,

including the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement are defined

in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. The

Escrow Instructions in this Agreement do not apply to Fixed Price Escrow Accounts, but they do govern the making

and receiving of miscellaneous payments and bonus payments for Fixed Price Engagements. Escrow Instructions for

Fixed Price Escrow Accounts may be found in the Fixed Price Escrow Instructions and the Account Agreement.



1. Digital Signature



By electronically awarding or accepting an Hourly Engagement, submitting or approving a miscellaneous invoice, or

making a bonus payment on the Site, Client and Freelancer are deemed to have executed this Agreement

electronically, effective on the date Freelancer electronically accepts the Engagement via the Site, pursuant to the

federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. §§ 7001 et

seq.). Electronically agreeing to do so constitutes your acknowledgement that you are able to electronically receive,

download, and print this Agreement, including its Escrow Instructions.



2. Making or Receiving an Hourly or Miscellaneous Payment

Timesheets

For Hourly Engagements, Freelancer must record hours spent providing Freelancer Services for the Engagement in

weekly timesheets via the Site by 6:59 a.m. Eastern Time, USA, each Monday following the week in which such

Freelancer Services were performed (the “Timesheet Deadline”). Freelancer irrevocably authorizes and instructs

Shaikh Corp., as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours recorded

on the weekly timesheet before the Timesheet Deadline; and (ii) submit the invoice on behalf of Freelancer for

payment to Client.

By recording time on a timesheet and allowing an invoice to be created based on that timesheet, Freelancer

represents and warrants (i) that Freelancer has completed the applicable Freelancer Services fully and satisfactorily;

and (ii) that the hours Freelancer reports are true, accurate, and complete.

Timesheet Review

Client must review and approve weekly timesheets by 11:59 PM Eastern Time, USA, of the Friday following

submission of the timesheet (the “Timesheet Review Period”). During the Timesheet Review Period, and except

where the Member Contract includes the Payroll Services Agreement, Client may approve time, reject time, or file a

Dispute as to some or all of the time recorded on the timesheet. If the Member Contract includes the Payroll Services

Agreement, Client may not reject time or file a Dispute.

On the Friday of the week following submission of the timesheet, Client will be deemed to have approved all

unrejected or undisputed time, and Softral will make payment as described in the Account Agreement in the subsection

titled “Paying a Timesheet, Miscellaneous Invoice, or Bonus.”

Miscellaneous Invoices

To create a miscellaneous invoice and bill Client for Freelancer Services or miscellaneous expenses authorized by

the Member Contract, Freelancer must follow the instructions and provide the information requested under the

Billing” links on the Site. By submitting an invoice, Freelancer (1) irrevocably instructs and authorizes Shaikh Corp. to

submit the invoice on Freelancer’s behalf to the Client for payment; and (2) represents and warrants that such

expenses were actually incurred by Freelancer and were authorized by the Member Contract.

To pay Freelancer’s miscellaneous invoice, Client must follow the instructions and links on the Site and provide the

information requested. If Client approves a miscellaneous invoice submitted on behalf of Freelancer, Softral will make

the payment as described in the Account Agreement in the subsection titled “Paying a Timesheet, Miscellaneous

Invoice, or Bonus.”

Bonuses

Client may also pay Freelancer a bonus, at Client’s discretion, using the Site. To pay a bonus to Freelancer, Client

must follow the instructions and links on the Site and provide the information requested. If Client authorizes the

payment of a bonus to Freelancer via the Site, Softral will make the payment as described in the Account Agreement in

the subsection titled “Paying a Timesheet, Miscellaneous Invoice, or Bonus.”

Instructions to Pay Irrevocable

Client’s instruction to Softral 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 Escrow Account or authorization to charge

Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and

accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to

pay Freelancer, Softral will transfer funds to Freelancer and that Shaikh Corp., Softral, and our 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 Softral or its subsidiary has charged Client’s Payment Method, the charge is

non-refundable.


3. Disputes between Clients and Freelancers

By using the services provided in this Agreement, you agree to follow the Refund and Cancellation Policy and the

Hourly Dispute Resolution Policy referenced therein, in connection with any Disputes about Freelancer Services or

payments by Clients. You further acknowledge and agree that Shaikh Corp. and our Affiliates are not and will not be a

party to any such Dispute. Softral may, at its sole discretion, withhold or delay payment in the event of Dispute

between Client and Freelancer.


4. Release and Delivery of Amounts in Escrow


In addition, Softral is authorized to and will release applicable portions of the Client Escrow Account (each portion, a

Release”) to the Freelancer Escrow Account in accordance with one or more Release Conditions provided below or

as otherwise permitted by applicable law. The amount of the Release will be delivered to the Freelancer Escrow

Account, in accordance with Freelancer’s and Client’s instructions, as applicable, this Agreement, the Account

Agreement, and the other Terms of Service.

Release Conditions

As used in this Agreement, “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 weekly timesheet. This Release Condition will apply

to and only for time recorded by Freelancer that Client has approved.

3. Freelancer has submitted a timesheet under a Member Contract that includes Payroll Services.

4. Client has not rejected or filed a Dispute Notice Form for time recorded on Freelancer’s weekly timesheet

during the Timesheet Review Period pursuant to the Hourly Dispute Resolution Policy. This Release

Condition will apply to and only for time recorded by Freelancer that was not rejected by Client.

5. Freelancer files a Dispute Notice Form for Client’s rejection of time recorded on Freelancer’s weekly

timesheet for an Engagement with Work View pursuant to the Hourly Dispute Resolution Policy, and Shaikh Corp.

determines that the time is related to the Engagement’s requirements or Client’s instructions documented in

the Workroom.

6. Client files a Dispute Notice Form with respect to Freelancer’s weekly timesheet for an Engagement without

Work View, pursuant to the Hourly Dispute Resolution Policy, and Client and Freelancer post a resolution of

the Dispute to the Workroom within two Business Days of Shaikh Corp. notifying Freelancer of the Dispute.

7. Freelancer files a Dispute Notice Form because Client did not pay for time that qualifies for Work View

protection but was not rejected by Client.

8. The final order of a court of competent jurisdiction from which appeal is not taken.

9. We believe, in our discretion, that one Member has committed or is attempting to commit fraud or other illicit

acts related to the Site Services, in which case Softral may take such actions as we deem appropriate in our

sole discretion and in accordance with applicable law.

Notwithstanding any of the foregoing occurrences and to the extent permitted by applicable law, in the case of an

Hourly Engagement involving a Private Talent Cloud Client and a Freelancer, no Release Condition will occur solely

due to any action or failure to act pursuant to the Refund and Cancellation Policy and the Hourly Dispute Resolution Policy

if the Enterprise Client and Freelancer have submitted a Supplemental Escrow Instruction evidencing their

agreement not to use those policies for Disputes over an Escrow Account.



5. Work View™ Payment Protection for Freelancers



Freelancers will get paid for Hourly Engagements that are properly authorized and documented using Work View

(“Work View Payment Protection for Freelancers”), and Shaikh Corp. will pay Freelancer for documented work not paid

for or otherwise adjusted by Client, subject to and conditioned on the following terms:



a. Both Client and Freelancer must have agreed to use Work View upon acceptance of the Hourly

Engagement, as part of the Engagement terms.

b. Client must have an Account in good standing, a valid and authenticated default Payment Method, and

Client must agree to automatically pay for hours billed by Freelancer through Work View.

c. Freelancer’s Account must be in good standing.

d. Freelancer must have used Tracker with Work View enabled to document any and all hours covered by

Work View Payment Protection for Freelancers.

e. Freelancer must have provided adequate comments (at least one comment per hour) for the screenshots

documented by Work View prior to submitting its invoice.

f. The screenshots documented by Tracker must be clearly related to the applicable Hourly Engagement’s

requirements or Client’s instructions in the Workroom.

g. The number of hours billed must be within the hours authorized for the week in the Workroom.

h. Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute Notice Form

specifically identifying the documented work not otherwise paid for by Client through the Escrow Services.



Softral/ Shaikh Corp. will investigate and determine in our sole discretion whether the above terms and conditions are met.



WorkBoard Payment Protection for Freelancers does not apply to: (1) hours not authorized by Client in the Workboard;

(2) miscellaneous and bonus payments; (3) refunds; (4) time added while Work View is not enabled; (5) time added

after Client has filed a Dispute Notice Form for an invoice and before the resolution of that Dispute; (6) Engagements

using the Shaikh Corp. Payroll Services; (7) Fixed Price Engagements; and (8) Engagements prohibited by the Terms of

Service. The maximum rate per hour guaranteed by Shaikh Corp. to Freelancer under the Work View Payment Protection

for Freelancers is the lesser of: (i) the rate provided in the Hourly Engagement 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 Shaikh Corp.’s sole discretion). The maximum amount of coverage under the Work Board

ayment Protection for Freelancers for the term of a relationship between the same Client and Freelancer is

$2,500 or 50 Work View logged hours, whichever is less.

Further details concerning WorBoard Payment Protection for Freelancers can be found at www.softral.com/workboard and are hereby incorporated by reference, provided that the Terms of Service will govern any conflicts.


6. WorkBoard Payment Protection for Clients

Softral/ Shaikh Corp. will adjust the invoice to Client (“Work View Protection for Clients”) for work that is not clearly related to

either the Hourly Engagement’s requirements or Client’s instructions in the Workroom and within the hours authorized

for the week, subject to and conditioned on the following terms:



Both Client and Freelancer must agree to use Work View as part of the Hourly Engagement terms.



a. Client must have an Account in good standing, a valid and authenticated default Payment Method, and

Client must agree to automatically pay for hours billed by Freelancer through Work View.



b. Within the Timesheet Review Period, Client must file a Dispute Notice Form specifically identifying the time

invoiced that is not clearly related to either the Hourly Engagement’s requirements or Client’s instructions in

the Workroom.



Shaikh Corp. will investigate and determine in our sole discretion whether the above terms and conditions are met.



Work View Payment Protection for Clients does not apply to: (1) Engagements using the Shaikh Corp. Payroll Services; (2)

Fixed Price Engagements; and (3) Engagements prohibited by the Terms of Service.



Work View Payment 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 Engagement’s requirements or Client’s instructions in

the Workroom. Work View Protection for Clients does not create any warranties, express or implied, beyond those

expressly stated in the Terms of Service.



Further details concerning Work View Protection for Clients may be found here and are hereby incorporated by

reference, provided that the Terms of Service will govern any conflicts.



7. No Responsibility for Freelancer Services or Client Payments



Shaikh Corp. and our Affiliates merely provide a platform to Client for Internet payment services. Shaikh Corp. and our Affiliates do not have any responsibility or control over the Frelancer Services that Client purchases. Nothing in this

Agreement will be deemed to cause Shaikh Corp. or any Affiliate to be your agent with respect to any Freelancer Services

that you purchase, or expand or modify any warranty, liability, or indemnity stated in the Terms of Service. For

example, Shaikh Corp. does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services.



8. Contacting Us



If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact

Customer Support as follows:



Web Support: http://www.softral.com/help

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday through Friday 8:00 AM to 5:00 PM US Central Time)

Online Help Topics: http://www.softral.com/help




Fixed Price Escrow Instructions




Effective Date: November 10, 2015


If Client and Freelancer enter into an Independent Contractor Services Agreement for a Fixed Price Engagement, these Fixed Price Escrow Instructions (these “Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts. If you have a Fixed Price Engagement and wish to make or receive a miscellaneous invoice payment or bonus payment, those activities are governed by the Hourly and Miscellaneous Payment Escrow Instructions.


Your use of the Site after the effective date will signify your acceptance of and agreement to these Escrow Instructions. To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site, unless otherwise stated in the revised Escrow Instructions. Please check the Site often for updates.


These Escrow Instructions hereby incorporate by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Engagements or Shaikh Corp. Payroll Services. Terms and conditions for those services may be found in the Hourly and Miscellaneous Payment Escrow Instructions.


1. Digital Signature


By electronically authorizing the funding of the Escrow on the Site (a “Funding Approval”) or electronically accepting a Fixed Price Engagement on the Site, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Freelancer electronically accepts the Engagement via the Site, pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §§ 7001 et seq.). Authorizing a Funding Approval or accepting a Fixed Price Engagement electronically on the Site constitutes your acknowledgment that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Engagement.


2. Release and Delivery of Amounts in Escrow


Client and Freelancer irrevocably authorize and instruct Softral to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to the Freelancer Escrow Account or Client Escrow Account, as applicable, via the Site in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, the Account Agreement, and the other Terms of Service.

Release Conditions


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



1. Freelancer has requested that a refund be provided to Client.

2. Freelancer has approved Client’s refund or Engagement cancellation request pursuant to the Refund and Cancellation Policy.

3. Freelancer has failed timely to respond to Client’s refund or Engagement cancellation request pursuant to the Refund and Cancellation Policy.

4.Client and Freelancer have submitted joint written instructions for a Release.

5.Client or Freelancer has approved the other Member’s Release request.

6.Client has not filed a Dispute Notice Form in response to a Freelancer’s Release request within 30 days of the date of the Release request.

7. Client or Freelancer has failed timely to submit to binding Arbitration initiated by the other Party pursuant to the Fixed Price Dispute Resolution Policy.

8. Client and Freelancer have failed to initiate binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date as such term is defined in the Fixed Price Dispute Resolution Policy.

9. Client or Freelancer has failed timely to respond to an Shaikh Corp. Dispute Assistance notification as required by the Fixed Price Dispute Resolution Policy.

10. Client or Freelancer has failed timely to pay an invoice for its share of Arbitration costs as required by the Fixed Price Dispute Resolution Policy.

11. Client or Freelancer has failed timely to respond to a First Arbitration Notice as required by the Fixed Price Dispute Resolution Policy.

12. Client or Freelancer otherwise has failed to comply with the Fixed Price Dispute Resolution Policy.

13. The final binding award of an arbitrator appointed pursuant to the Fixed Price Dispute Resolution Policy.

14. The final order of a court of competent jurisdiction from which appeal is not taken.

15. We believe, in our discretion, that one Member has committed or is attempting to commit fraud or other illicit acts related to the Site Services, in which case Softral may take such actions as we deem appropriate in our sole discretion and in accordance with applicable law.


Notwithstanding any of the foregoing occurrences and to the extent permitted by applicable law, in the case of a Fixed Price Engagement involving a Private Talent Cloud Client and a Freelancer, no Release Condition will occur solely due to any action or failure to act pursuant to the Refund and Cancellation Policy and the Fixed Price Dispute Resolution Policy if the Private Talent Cloud Client and Freelancer have submitted a Supplemental Escrow Instruction evidencing their agreement not to use those policies for Disputes over a Fixed Price Escrow Account.


3.Dormant Engagements


Shaikh Corp. has a procedure for speeding up Fixed Price Engagements that appear Dormant. For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed Price Escrow Funding, Fixed Price Escrow Release, Fixed Price Escrow Refunds, Funding requests, Release requests, Engagement Cancellation requests, Status Report submittals, or actions under the Fixed Price Dispute Resolution Policy.

If a Fixed Price Engagement has a Fixed Price Escrow Account with a balance but has had no activity for 60 consecutive days after the last milestone date contained in the business terms, then the Engagement will be “Dormant.” Dormant Engagements are subject to the following rules:


1. Softral will notify Client when the Engagement becomes Dormant (“Dormant Date”).

2.If no activity other than Release requests has occurred within 7 days after the Dormant Date, Softral will notify Freelancer that the Engagement is Dormant.

3.If no activity other than Release requests has occurred within an additional 7 days (14 days from the Dormant Date), Freelancer and Client agree that Softral is authorized and irrevocably instructed to (i) immediately release to Freelancer amounts related to milestones with Release requests that are 30 days or older; (ii) release to Freelancer In 30 days from the date of the applicable Release request any amounts related to milestones with Release requests younger than 30 days; and (iii) immediately release to Client any amounts remaining in the Escrow Account for the Dormant Engagement thereafter, or any amount not subject to a prior Release request.

All funds released to Freelancer under this Section will be subject to the applicable Service Fees for Freelancers. All funds released to Client are subject to a fee of 3.75% of the released funds, and Client irrevocably authorizes and instructs Softral to deduct the fee amount from the Client Escrow Account and pay the fee to Shaikh Corp..


4. Contacting Us


If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows:


Web Support: http://www.softral.com/help

Email:admin@softral.com

Phone: 1-251-366-0801

(Monday through Friday 8:00 AM -5:00 PM US Central Time)

Online Help Topics: http://www.softral.com/help