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User Agreement



Effective Date: November 10, 2015



This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the softral.com website and any web or mobile services or applications (collectively, the “Site”) offered by Softral or Shaikh Corp.,  (“Shaikh Corp.”) and our subsidiaries, including, without limitation, Shaikh Corp. Escrow Corporation (“Softral”). This Agreement is a part of and incorporates by reference all the Terms of Service1 linked from Links including all Site information referenced or linked therein (the “Terms of Service”). Your use of the Site after the effective date will signify that you have read, understand, accept, and agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site, unless a later date is otherwise stated in the revised Agreement. Please check the Site often for updates. Capitalized terms not defined in this Agreement (including section 20 below titled “Definitions”) are defined in the other Terms of Service or have the meanings given such terms on the Site.


PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION AS DESCRIBED IN SECTION 16 BELOW.


1. Overview


The Site is a venue where our Members use both our marketplace and our platform for online services. Clients and Freelancers become Members when they open Shaikh Corp. Accounts pursuant to the Account Agreement. As Members, they use the Site directory and Freelancer Services board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Engagement terms, and enter into Member Contracts between each other. Once two Members enter into a Member Contract, they use the Site to collaborate, communicate about, and invoice and pay for the Engagement.


2. Relationship between Client and Freelancer


Member Contract

Client and Freelancer acknowledge and agree that when Freelancer accepts an Engagement awarded by Client, Client and Freelancer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to the Engagement as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms.


Relationship Agreements


1 The “Terms of Service” include this User Agreement, the Account Agreement, Independent Contractor Services Agreement, Fixed Price Escrow Instructions, Hourly and Miscellaneous Payment Agreement with Escrow Instructions, Payroll Services Agreement, Refund and Cancellation Policy, Fixed Price Dispute Resolution Policy, Hourly Dispute Resolution Policy, Site Usage Policy, Client Engagement Posting Policy, Freelancer Memberships, Proposals and Fulfillment Policy, Referral Program, Mark Use Guidelines, Copyright and Other Infringing Content Policy, Cookie Policy, and Privacy Policy. Different sections of the Terms of Service are hyperlinked throughout this Agreement for your convenience.

The following four parts of the Terms of Service are called “Relationship Agreements”: (1) Independent Contractor Services Agreement; (2) Fixed Price Escrow Instructions; (3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; and (4) Payroll Services Agreement. Different Relationship Agreements apply to a Member Contract, depending on which type of relationship and compensation Client and Freelancer choose, as follows:


Independent Contractor Relationships

If a Client and a Freelancer enter into an independent contractor relationship, then the Independent Contractor Services Agreement applies. In addition, Client and Freelancer in an independent contractor relationship must choose either fixed price or hourly compensation, and that choice determines the agreement that governs their payment mechanism as follows:


Fixed Price Engagements. If Client and Freelancer enter into an independent contractor relationship and choose fixed price compensation, then Client and Freelancer agree that they will be bound by, and Softral will follow, the Fixed Price Escrow Instructions.


Hourly Engagements and/or Miscellaneous Payments. If Client and Freelancer enter into an independent contractor relationship and choose hourly compensation, and/or, if the Client makes miscellaneous payments to the Freelancer, then Client and Freelancer agree that they will be bound by, and Softral will follow, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.


Employment Relationships

If a Client and a Freelancer enter into an employment relationship, then the Client and Freelancer agree that the Payroll Services Agreement and the Hourly and Miscellaneous Payment Agreement with Escrow Instructions both apply.


Mandatory Terms


A Member Contract may modify only certain provisions of the Terms of Service as follows:

Independent Contractor Services Agreement


A Member Contract may modify the Independent Contractor Services Agreement to the extent any Client and Freelancer agree to contrary Engagement terms or contractual provisions and record their agreement on the Site in accordance with the Terms of Service.


Refund and Cancellation Policy; Dispute Resolution Policies


A Member Contract may modify the Refund and Cancellation Policy and the Dispute Resolution Policies referenced therein to the extent a Private Talent Cloud Client and Freelancer agree to contrary Engagement terms or other contractual provisions and record their agreement on the Site in accordance with the Terms of Service.

Except as expressly permitted in the foregoing provisions of this subsection titled “Mandatory Terms,” all other provisions of the Terms of Service may not be modified and are called “Mandatory Terms.” Any purported modification to the Mandatory Terms will be null and void.


Order of Precedence


If there are any conflicts in the various terms of the Member Contract, those conflicts will be resolved in the order of precedence stated in: (1) the Independent Contractor Services Agreement for an independent contractor relationship; or (2) the Payroll Services Agreement for an employment relationship.


3. Relationship with Shaikh Corp.


Shaikh Corp. Not a Party to Engagements


Shaikh Corp. is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection contracting, provision of Freelancer Services, and payment for an Engagement. Shaikh Corp. does not introduce Freelancers to Clients or help Freelancers find Engagements. Shaikh Corp. merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Shaikh Corp. may sort Engagement proposals to enable Clients to more easily navigate and choose which Freelancers to contact. Shaikh Corp. does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of Freelancer Services; the truth or accuracy of Engagement listings; the qualifications, background, or identities of Members; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; or that a Client or Freelancer can or will complete a transaction.


Shaikh Corp. is not required to and may not verify any information given to us by Freelancers or Clients, nor does Shaikh Corp. perform background checks on Freelancers or Clients.


YOU HEREBY ACKNOWLEDGE AND AGREE THAT Softral MAY PROVIDE INFORMATION ABOUT A FREELANCER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT FREELANCER OR CLIENT SUBMITS TO Shoftral  AND Softral PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY Softral.


Third-Party Beneficiary of Member Contract


Client and Freelancer appoint Shaikh Corp. as a third-party beneficiary of their Member Contract for purposes of enforcing any obligations owed to, and any benefits conferred on, Shaikh Corp. by the Member Contract. Client and Freelancer further agree that Shaikh Corp. has the right to take such actions with respect to their Accounts, including, without limitation, suspension, closure, or legal actions, as Shaikh Corp., in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Member Contract.


No Agency, Partnership, or Joint Venture


This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Shaikh Corp., except and solely to the extent expressly stated in the Terms of Service.


Records of Compliance


Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Shaikh Corp. upon request. Nothing in this subsection will be construed as requiring Shaikh Corp. to supervise or monitor Freelancer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.


4. Fees


Service Fee


When a Client pays a Freelancer or funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Softral credits the Freelancer Escrow Account and then deducts a Service Fee that Shaikh Corp. earns and Freelancer agrees to pay Shaikh Corp. for creating, hosting, maintaining, and providing the Site Services. The Service Fee is described here.


No Fee for Introducing or For Finding Engagements


Shaikh Corp. does not introduce Clients to Freelancers and does not help Freelancers find Engagements. Shaikh Corp. merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Shaikh Corp. does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for the Freelancer Services if they identified each other through the Site, as detailed in section 5 titled “Non-Circumvention” below.


Membership Fee


Freelancers may subscribe to different levels of participation and privileges on the Site by payment of subscription fees as described here and subject to the Freelancer Memberships, Proposals & Fulfillment Policy.


Other Fees


Shaikh Corp. may offer additional features, such as featured posts or verification features, for additional fees. Such features and fees are described in detail here. Softral may also charge Escrow Fees as described in the Account Agreement and to the extent permitted by applicable law.


5. Non-Circumvention


You acknowledge and agree that a substantial portion of the compensation Shaikh Corp. receives for making the Site available to you is the Service Fee described in the subsection titled “Service Fee” in section 4 above. You further acknowledge and agree that Shaikh Corp. only collects this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the “Shaikh Corp. Relationship”). You may opt-out of this obligation only if Client, prospective Client, or Freelancer pays Shaikh Corp. an “Opt-Out Fee” computed to be the greater of the following amounts:


1. $2,500; or

2. 15% of the cost to the Client or prospective Client of the services to be provided in the Shaikh Corp. Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or

    1. all Service Fees that would be earned by Shaikh Corp. from the Shaikh Corp. Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period or during such shorter period as data is available to Shaikh Corp.; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.


To pay the Opt-Out Fee, you must request instructions by sending an email message to admin@softral.com.


in addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:


Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site.


Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.


Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Freelancer.


You agree to notify Shaikh Corp. immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to Shaikh Corp. by sending an email message to admin@softral.com, which report will be kept confidential to the extent practicable.


6. Site License


Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Shaikh Corp. grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Shaikh Corp.. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any

way for any public or commercial purpose without prior written consent of Shaikh Corp. or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Shaikh Corp.. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Shaikh Corp.. Shaikh Corp. and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. Shaikh Corp.’s logos and name are trademarks of Shaikh Corp. and are subject to our Mark Use Guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Shaikh Corp.’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.


7. User Content License


When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Shaikh Corp. may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.


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


Notwithstanding the foregoing paragraph, Shaikh Corp. will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you.


The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Shaikh Corp. and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.


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


8. Unauthorized Access and Use; Site Interference; Malicious Software


The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Shaikh Corp. and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.


Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of Shaikh Corp. or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy.


9. Third-Party Content


Directory of Freelancers


The Site contains a directory of Freelancers. The directory is populated with information from third-party sources, from Freelancers themselves, and from other Members. Shaikh Corp. provides this directory as a convenience and does not confirm or verify the information contained in it.


Third-Party Verification


The Site makes available various services provided by third parties to verify a Member’s credentials, provide testing services, and provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Shaikh Corp.. Shaikh Corp. neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized Shaikh Corp. employees acting in their official capacities.


Links and Applications


The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, including online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Shaikh Corp. is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.


10. Certain Disclaimers, Limitations, and Exclusions


You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Shaikh Corp.’s part to store, backup, retain, or grant access to any information or data for any period.


We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.


Shaikh Corp. is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

your use of or your inability to use the Site or Site Services;


delays or disruptions in the Site or Site Services;


viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services;


glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services;


damage to your hardware device from the use of the Site or Site Services;


the content, actions, or inactions of third parties’ use of the Site or Site Services;


a suspension or other action taken with respect to your account;


your reliance on the quality, accuracy, or reliability of Engagement postings, Freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; or


your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Terms of Service.


11. Warranty Disclaimer


YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE FREELANCER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY.


SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


12. Limitation of Liability


IN THE EVENT OF A DISPUTE BETWEEN YOU AND Shaikh Corp. AND/OR AN AFFILIATE, NEITHER YOU NOR Shaikh Corp., OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, 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. IF LIABILITY IS FOUND, THE LIABILITY OF Shaikh Corp., OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY Shaikh Corp. WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR FREELANCER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE.


SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.


13. Release


In addition to the recognition that Shaikh Corp. is not a party to any contract between Client and Freelancer, you hereby release Shaikh Corp., our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and

consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the provision, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in section16.


TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


This release will not apply to a claim that Shaikh Corp. failed to meet our obligations under this Agreement and the other Terms of Service.


14. Indemnity


You agree to defend, hold harmless, and indemnify Shaikh Corp., our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including: (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a Freelancer, including payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service, including, but not limited to, all costs incurred in conjunction with any interpleader which Softral may enter into regarding an Escrow Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.


15. Agreement Term; Termination and Suspension


This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Shaikh Corp. agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. If you are using Shaikh Corp. Payroll Services, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Shaikh Corp. will continue to perform those Shaikh Corp. Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Shaikh Corp. for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Shaikh Corp. from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.


Upon any termination of a Team Account, Shaikh Corp. may close any or all related Accounts.


Without limiting Shaikh Corp.’s other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have

provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Shaikh Corp. or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Shaikh Corp.’s prior written consent.


Without limiting Shaikh Corp.’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Shaikh Corp. or our Affiliates under this Agreement, you must pay Shaikh Corp. for all fees owed to Shaikh Corp. and our Affiliates and reimburse Shaikh Corp. for all losses and costs (including any and all time incurred by employees of Shaikh Corp. or our Affiliates) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.


In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.


Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, including both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows: IF Shaikh Corp. DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, Shaikh Corp. HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.


When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Shaikh Corp. will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Shaikh Corp.” in section 16 below. If you appeal our decision through that process within one year, Shaikh Corp. will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Shaikh Corp. may delete your information, including data, messages, files, and other material you keep on the Site.


The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, the applicable Escrow Instructions, the Payroll Services Agreement, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies.


16. Cancellations, Refunds, and Disputes; Mandatory Binding Arbitration and Class Action/Jury Trial Waiver


To cancel an Engagement, issue or request a refund, or initiate a Dispute with a Member (other than a dispute involving feedback), please see the following policies as applicable: the Refund and Cancellation Policy, the Fixed Price Dispute Resolution Policy, or the Hourly Dispute Resolution Policy.


For a Dispute involving feedback, you must follow the section titled “Rating and Feedback System” in the Site Usage Policy.


For a dispute between you and Shaikh Corp. or any of our Affiliates, see below.


Disputes with Softral


If a dispute arises between you and Softral  or any of our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Shaikh Corp., and our Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between you and Shaikh Corp. or our Affiliates out of or relating to this Agreement or the Shaikh Corp. Services (a “Claim”) in accordance with this section titled “Disputes with Softral.”


Law and Forum for Disputes

This Agreement and any Claim, including, without limitation, any dispute relating to a Member Contract, will be governed by and construed in accordance with the laws of the State of Alabama, 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 below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”


Informal Dispute Resolution


Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Softral of the Claim at Attn: Legal, 4325 Downtowner Loop N, Mobile, AL 36609 (the “Notice”) and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Softral will have 60 days from the date of our receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.


Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories)


This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Visitors and Members, except Freelancers located outside of the United States and its territories.

In the unlikely event that Shaikh Corp. is unable to resolve a Claim within 60 days of our receipt of the Notice, you, Shaikh Corp., and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.


A. Scope of Arbitration Agreement and Conduct of Arbitration.

Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except as otherwise stated in this Arbitration Provision, this Arbitration Provision applies to any Claim (including any claimed employment with Shaikh Corp. or one of our Affiliates or successors) or termination of your relationship with Shaikh Corp., regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with Shaikh Corp. ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of Claims that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Arbitration Provision, you, Shaikh Corp., and our Affiliates agree that any Claim covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability, or breach of this Arbitration Provision, will be resolved by binding arbitration administered by JAMS. If for any reason JAMS will not administer the arbitration, a party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.


Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.


Except as it otherwise provides, this Arbitration Provision applies, without limitation, to all Claims arising out of or related to your relationship with Shaikh Corp. or the termination of that relationship, any payments you claim due you from Shaikh Corp., trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Shaikh Corp. and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters.


You, Shaikh Corp., and our Affiliates will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.


This Arbitration Provision does not apply to litigation between Shaikh Corp. and our Affiliates and you to which you are a party that is already pending in a state or federal court as of the effective date of this Arbitration Provision. This Arbitration Provision also does not apply to claims for workers’ compensation, state disability insurance, or unemployment insurance benefits. You, Shaikh Corp., or our Affiliates may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. Notwithstanding this Arbitration Provision, you, Shaikh Corp., and our Affiliates retain the right to bring an action in small claims court within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court.


Regardless of any other terms of this Arbitration Provision, a Claim may be brought before and remedies awarded by an administrative agency if applicable law permits the agency to adjudicate the Claim notwithstanding the existence of this Arbitration Provision. Such administrative Claims include, without limitation, Claims brought before the Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative Claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a Claim in arbitration.


Claims that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision.


B. Enforcement of this Arbitration Provision.


This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver in subsection C below of this Arbitration Provision is deemed to be unenforceable, you, Shaikh Corp., and our Affiliates agree that this Arbitration Provision is otherwise silent as to any party's ability to bring a class, collective, or representative action in arbitration.


C. Class Action and Jury Trial Waiver.


THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS. YOU, Shaikh Corp., AND OUR AFFILIATES AGREE TO BRING ANY CLAIM IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY CLAIM TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, CLAIMS REGARDING THE VALIDITY, ENFORCEABILITY, OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE CLAIM IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER

UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE WILL BE ENFORCED IN ARBITRATION. YOU, Shaikh Corp., AND OUR AFFILIATES AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED, OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, Shaikh Corp. AND OUR AFFILIATES MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER WILL BE SEVERABLE IN ANY CASE IN WHICH THE CLAIM IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.


    1. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.


You may opt out of this Arbitration Provision by notifying Shaikh Corp. in writing within 30 days of the date you first register for the Site. To opt out, you must send a written notification to Shaikh Corp. at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve Claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of this Arbitration Provision.


17. Notices and Communications


Communications from Shaikh Corp. to you


By visiting the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit 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.). Visiting the Site constitutes your acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Customer Support, Shaikh Corp. and our Affiliates will communicate with you by email or by posting communications on the Site. You will be considered to have received a communication when Shaikh Corp. sends it to the email address you have provided to Shaikh Corp. on the Site or when Shaikh Corp. posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings. Without limiting Shaikh Corp.’s other rights under this Agreement, if you fail to respond to an email message from Shaikh Corp. regarding a violation, dispute, or complaint within two Business Days, Shaikh Corp. has the right to suspend or close, in our sole discretion, your Account.


Communications from you to Shaikh Corp.


All notices to Shaikh Corp. or Affiliates intended to have a legal effect must be in writing and delivered either (i) in person; (ii) by a means evidenced by a delivery receipt, to the following address: Shaikh Corp., Inc., 441 Logue Ave., Mountain View, California 94043, U.S.A., Attn: General Counsel; or (iii) in writing via email to legalnotices@elance.com. All such notices are deemed effective upon documented receipt by Shaikh Corp.. Shaikh Corp. does not accept service of any legal process by email or mail; all such service should occur by hand delivery to Shaikh Corp. or its registered agent for service of process.


18. Disclosures


Softral / Shaikh Corp., located at 4325 Downtowner Loop N, Mobile, AL 36609, is the provider of the electronic commercial service on the Site. Members are notified, via the Site, in advance regarding any applicable service charges. The Consumer Information Division of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please contact Softral or Shaikh Corp. to resolve a complaint regarding any aspect of service relating to the Site by writing to the attention of Customer Support at the above address or contact us through Customer Support.


19. Miscellaneous Terms and Conditions


You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be permitted under the laws of certain countries. Shaikh Corp. will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Shaikh Corp.. No delay or omission by Shaikh Corp. in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.


You will not transfer, assign, or delegate your rights or obligations (including your Account) under this Agreement to anyone without the prior express written consent of Shaikh Corp., and any attempt to do so will be null and void. Shaikh Corp. may assign this Agreement in our sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.


If an arbitrator or court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in section 16 above), which will remain in full force and effect.


The Site is controlled and operated from our facilities in the United States. Shaikh Corp. makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are (i) a resident of, or legally organized under the laws of, a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.


The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay but in no event longer than 60 days.


The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Shaikh Corp. drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Shaikh Corp. because of the authorship of any provision of this Agreement. This Agreement, together with the other Terms of Service and the Site Policies, comprise the entire agreement between you and Shaikh Corp. with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or inconsistent terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any inconsistency between such versions, the PDF version will govern.


    1. Definitions


As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context:


Account” means the Shaikh Corp. account you open when you register to become a Member and use the Site Services, including all Team Accounts added to that Account.


Account Agreement” means the Account agreement that 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.


Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Shaikh Corp..


Business Day” means a day on which the headquarters office of Shaikh Corp. is open for normal business.


Client” means a Member that investigates and purchases Freelancer Services or identifies a Freelancer through the Site.


Deliverable” means any Work Product (as defined in the Independent Contractor Services Agreement) identified as a deliverable in the Member Contract.


Dispute,” if capitalized, means any dispute between Members where one or the other has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term “dispute” anywhere on the Site refers to any dispute, whether between Members or with Shaikh Corp., including those where no Member has filed a Dispute Notice Form via the Site.


Dispute Notice” or “Dispute Notice Form” means the electronic form that the Site provides in a Workroom, that any Member may complete to identify a Dispute and begin Dispute resolution for an Engagement via the Site.


Dispute Resolution Policy(ies)” for an independent contractor Engagement means either the Hourly Dispute Resolution Policy or the Fixed Price Dispute Resolution Policy, whichever is applicable.


Shaikh Corp. Limited” means Shaikh Corp. Limited, an Ireland registered company and wholly owned operating subsidiary of Shaikh Corp. that provides financial and merchant services pursuant to the Terms of Service.


Shaikh Corp. Services” means the creation, hosting, maintenance, and provision of the Site and all services delivered by Shaikh Corp. that are accessible through the Site. The term Shaikh Corp. Services does not include Freelancer Services or Third-Party Services.


Engagement” means a Client’s engagement of a Freelancer to provide Freelancer Services pursuant to a Member Contract.


Escrow Account(s)” means a Client Escrow Account, a Freelancer Escrow Account, and/or a Fixed Price Escrow Account, each as described in the Account Agreement and applicable Escrow Instructions.


Escrow Fee” means a fee that Softral earns for providing Escrow Services.


Escrow Instructions” mean any instructions to Softral contained in the Terms of Service, including, without limitation, the Fixed Price Escrow Instructions, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions, the Refund Escrow Instructions contained in the Refund and Cancellation Policy, and instructions to Softral contained in the text of the Account Agreement.


Escrow Release” means a release of any or all funds in an Escrow Account pursuant to the Account Agreement and one or more of the Release Conditions described in the applicable Escrow Instructions.


Escrow Services” means the escrow services provided by Softral pursuant to the Account Agreement and the applicable Escrow Instructions.


Fixed Price Engagement” means an Engagement where Client has offered or agreed to pay Freelancer a fixed price for Freelancer Services and/or Deliverables.


Freelancer” means a Member that advertises and provides services or identifies a Client through the Site. The term “Freelancer” includes, without limitation, a Member that becomes a Payroll Employee.


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


Hourly Engagement” means an Engagement where Client has offered or agreed to pay Freelancer at a specified hourly rate for the Freelancer Services.


Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.


may” means a party has the right to take an action.


Mandatory Terms” means all provisions of the Terms of Service other than (i) the Independent Contractor Services Agreement; and (ii) if the Client is a Private Talent Cloud Client, the Refund and Cancellation Policy and the Dispute Resolution Policies.


Member” means a person or legal entity that registers for an Account.


Member Contract” means (1) the Relationship Agreements applicable to the Engagement; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; and (4) any other contractual provisions between Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms.


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


Payroll Employee” means a Freelancer accepted for employment by a payroll services company selected by Shaikh Corp. and assigned by that company via the Site to provide Freelancer Services to one or more Client(s).


Private Talent Cloud Client” means a Client that has entered into a separate written agreement with Shaikh Corp. or our Affiliates for Private Talent Cloud services as specified in such written agreement.


Relationship Agreements” means the (1) Independent Contractor Services Agreement; (2) Fixed Price Escrow Instructions; (3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; and (4) Payroll Services Agreement.


Release Condition” means a condition for release of funds from an Escrow Account pursuant to the Escrow Instructions.


Secure Areas” means portions of the Site that are encrypted using the Hypertext Transfer Protocol Secure (also known as “HTTPS”) or any other encryption mechanism.


Service Fee” means a fee that Shaikh Corp. earns for creating, hosting, maintaining, and providing the Site and Site Services. Shaikh Corp. does not introduce Freelancers to Clients or help Freelancers to find Engagements, and therefore earns no fee when a Freelancer identifies a suitable Client or finds an Engagement.


Services Agreement” means the default Independent Contractor Services Agreement that may be modified by Client and Freelancer as described here. A Services Agreement may include specifications, price, milestones, deliverables, hours, payment terms, warranties, and other contractual obligations.


Site” means the domain and all subdomains of softral.com and any mobile or web services or applications owned, controlled, or offered by Shaikh Corp. or Softral.


Site Policies” means the Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Site Policies includes, without limitation, all documents linked here.


Site Services” means all services that are accessible through the Site whether provided by Shaikh Corp., Softral, an Affiliate or a third party, other than a Freelancer. Site Services includes the Third-Party Services, but excludes Freelancer Services.


Team Account” means an account established by a Member adding Users to the Member’s Account to act on behalf of and perform roles assigned by the Member.


Team Account Administrator” means a Team Member with account administration privileges for a Team Account.


Team Member” means any User added to a Team Account.


Terms of Service” means this Agreement and all the other Site information agreements and policies referenced or linked here.


Third-Party Services” means all services that are accessible through the Site but delivered by third parties, not Shaikh Corp. or our Affiliates. The term Third-Party Services does not include Shaikh Corp. Services or Freelancer Services.


Third-Party Sites” means all websites, Third-Party Services, and resources linked to the Site.


User” means (1) a person who is a Member, using the Site on his or her own behalf, for his or her business purposes, and not for personal, household, or consumer use, or (2) a person who is authorized to use the Site on behalf of a Member that is a company or organization for business purposes, and not for personal, household, or consumer use.


User Content” means any data, information, content, text, video, music, or other information that you post to any part of the Site.


Visitor” means a person who only visits the Site and is not a Member or User.


Workroom” means the place on the Site where a Client and Freelancer communicate about an Engagement.


you” means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; and, if the Site Services are used on behalf of a Member, “you” also includes the Member for which the Site Services are used.


21. 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: http://www.softral.com/help

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Site Usage Policy



Effective Date: November 10, 2015


This Site Usage Policy (this “Policy”) is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Your use of the Site after the effective date will signify your acceptance of and agreement to the terms of this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.


1. Communication


You are required to log into the Site to communicate about Engagements and use the Workrooms to maintain an electronic record of all written communication, including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, and telephone or in-person conversations between Client and Freelancer to maintain a record. If there is a dispute related to an Engagement, all written communications in the Workroom for such Engagement, including the Engagement posting, proposals, usage of the Engagement Terms and Change Order features, messages, and any communications transcribed to the Workroom will serve as the record for resolution of the dispute. A COMMUNICATION THAT IS NOT SAVED IN OR COPIED TO THE WORKROOM CANNOT BE SUBMITTED AS EVIDENCE IN THE APPLICABLE DISPUTE RESOLUTION PROCESS AFTER A DISPUTE IS REPORTED.


Shaihk Corp. provides a designated space in the Freelancer Account profile to enter email address, telephone number, and instant message IDs. Freelancers must not enter contact information or solicit private communications in public messages, in Engagement descriptions, or sections of their Account profile outside of the designated contact information fields.


2. Posting Information and Content


You agree to provide true, accurate, and complete information whenever you post any information or content on the Site (including, but not limited to, posting a request for Freelancer Services, providing a proposal for a posted Engagement, posting your profile, and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks, or other content regarding other Users, Members, Clients, Freelancers, Shaihk Corp., or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Clients, Freelancers, Shaihk Corp., or other third-parties as a result of legally actionable or defamatory comments, remarks, or other information or content that you post to the Site. Under federal law (specifically, the Communications Decency Act of 1996), Shaihk Corp. is not legally responsible for any remarks, information, or other content posted or made available on the Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Shaihk Corp. is not responsible for, and does not monitor or censor, content posted on the Site for accuracy or reliability. Shaihk Corp. reserves the right to remove or restrict access to any information, content, or Engagements posted or made available on the Site in our sole discretion, if ordered to do so by a court, or if Shaihk Corp. considers such information or content to be in violation of the Terms of Service.


3. Non-Circumvention


You acknowledge and agree that, pursuant to and for the reasons stated in the User Agreement, for 24 months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party. You may opt-out of this obligation only if the prospective Client pays Shaihk Corp. an “Opt-Out Fee” as detailed in the User Agreement in the section titled “Non-Circumvention”.


4. Thumbnail Images and Profiles


You may post a thumbnail image on the Site to accompany your Account profile. All thumbnails must follow these common guidelines:


• You must own the image or have a license to use, copy, and sublicense the image.

• The image must be professional.

• Please upload .jpg, .jpeg, or .gif files (40x50 pixels). Animated .gif files are not allowed.

• The thumbnail may be left blank.


If you are an individual Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:


• The image must be a portrait that is a truthful representation or you (i.e., no stock photos, fakes, or logos).

• An avatar of reasonable likeness is acceptable.

• Group photos are not acceptable. Please remove other individuals from the image.

• Very small images are not acceptable. You must be identifiable in the image.


If you are a company Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:


• The image may be a logo, a portrait of you or your company, or a relevant piece of your work.

• If the image is a portrait, it must be a truthful representation (i.e., no stock photos or fakes).


5. Portfolio Images


You may post images on the Site to accompany your portfolio. All portfolio images must follow these common guidelines:


• You must own the image or have a license to use, copy, and sublicense the image.

• Animated .gif images are not allowed.

• Each image in your portfolio must be unique (you are not permitted to have two of the same exact file/image).

• Image files (.jpg, .jpeg, .gif, .png, etc.) must be images of your works of authorship, not images of other promotional materials, such as your resume or company marketing materials.

• The image should be a fair and accurate representation of your work.


We retain the right to remove a portfolio image for any reason, even if not listed above.


6. Prohibited Site Activities


You agree NOT to do any of the following on the Site:


• Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than your own User Content) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Shaihk Corp. and the appropriate third party, as applicable.


• Post false or misleading information about a product, service, or service request.

• Post logos, seals, or slogans from third parties on the Site unless such material is provided by Shaihk Corp. or a third-party designated by Shaihk Corp. or you have received express written permission from Shaihk Corp. to display such third-party logo, seal, or slogan.

• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory, or disparaging.

• Post or transmit unprofessional or offensive comments about a User, Member, Freelancer, Client, Shaihk Corp., or any third party.

• Suggest or solicit another User to contact you directly in order to buy or sell services outside of Shaihk Corp..

• Tamper with postings of other Users, Members, or Shaihk Corp..

• Solicit or gather any User’s or Member’s information available from the Site, such as other usernames and email addresses, for any purpose other than to use the Site Services in accordance with the Terms of Service.

• Impersonate or misrepresent your affiliation with any person or entity.

• Require or request that a Freelancer deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.

• Repeat any action after you receive warning or request to desist from Shaihk Corp., whether or not that action is explicitly prohibited in the policies stated on the Site.

• Fail to respond to an email from Shaihk Corp. regarding violation, dispute, or complaint within two Business Days of when Shaihk Corp. sent such email.

• Use the Site if you are not able to form legally binding contracts, are under age 18, or are temporarily or indefinitely suspended from accessing the Site, or if you do not have authority to accept the User Agreement on behalf of a Member for whom you are accessing the Site.

• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site or using feedback as an extortion mechanism).

• Select a Client or engage a Freelancer on the basis of religion, sex, or race.

• Violate a request by Shaihk Corp. to not post Engagements deemed by Shaihk Corp., in our sole discretion, to be contrary to the interests of the Site or the User community.


7. Feedback


For the benefit of Users of the Site Services, Shaihk Corp. encourages you to leave objective, balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments and ratings left by other Users and that Shaihk Corp. will make available to other Users a composite feedback number based on these individual ratings. Shaihk Corp. provides feedback as a means through which Users can share their opinions publicly, and Shaihk Corp. does not monitor or censor these opinions. Shaihk Corp. does not investigate any remarks posted by Users for accuracy or reliability unless a User requests Shaihk Corp. to do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Shaihk Corp. is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Shaihk Corp. reserves the right (but is under no obligation) to remove posted feedback or information that in Shaihk Corp.’s sole judgment violates the Terms of Service or negatively affects our User community or operations.


You agree to report violations or abuses of our feedback system immediately by contacting Customer Support and agree not to take any actions that undermine the integrity of the feedback system, including, but not limited to, the following:



• Leaving feedback for yourself using a different username or another Member’s username.

• Leaving fake or inaccurate feedback for another User or Member.

• Soliciting other Members to leave fake or inaccurate feedback.

• Threatening to leave negative feedback to induce another User or Member to perform a task not required by the Member Contract.

• Withholding deliverables or funds required by the Member Contract to induce another User or Member to leave positive feedback or no feedback.

• Engaging in feedback solicitation, such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly, or buying feedback.


In order to protect the integrity of the feedback system and protect Users from abuse, Shaihk Corp. may investigate and has the right (but is under no obligation) to remove posted feedback or information under the following scenarios:

• It seeks to elicit or solicit any User’s contact information, such as other Users’ email addresses, for any non-Site related commercial or business purposes or to transmit any unsolicited advertising such as “junk mail,” “spam,” or “chain letters.”

• It contains language that is profane, vulgar, racist, or otherwise discriminatory, hate speech, or contains adult material. Insulting or inflammatory feedback is strongly discouraged but might not be removed absent other factors.

• It is shown to have been left by any User who is in violation of the Terms of Service or by or for a User who has conducted any fraudulent transaction.

• It is not directly related to transactions conducted through the Site.

• It makes any reference to actions taken or purported to be taken by Shaihk Corp. or any law enforcement organization.

• Shaihk Corp. is provided with a ruling or settlement agreement from a valid and certified dispute resolution service or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory, or otherwise illegal.

• The User who posted the feedback or information provided Shaihk Corp. with false contact information (as verified by Shaihk Corp.) and cannot be contacted by Shaihk Corp..

• The User who posted the feedback or information is using the Site with the intent of leaving feedback as part of a campaign to harass Users or Members (in Shaihk Corp.’s sole judgment).

• The User who posted the feedback or information informs Shaihk Corp. that it was intended for another User and posts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.


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

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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





Refund and Cancellation Policy



Effective Date: November 10, 2015


This Refund and Cancellation Policy (this “Policy”) incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates.


1. Introduction


To cancel an Engagement or request a refund, you must first submit the Engagement Cancellation Form or the Refund Request Form available in the Workroom. The other party to the Engagement will then have five days (the “Approval Period”) to either approve your request or submit the Dispute Notice Form available in the Workroom. You must then follow the applicable process described below.


2. Engagement Cancellation Form


If you submit an Engagement Cancellation Form, the following process will apply:



a) If the other party approves your request, then the Engagement is cancelled.

b) If the other party submits a Dispute Notice Form during the Approval Period, then you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type.

c) If the other party fails to submit Dispute Notice Form during the Approval Period, then the Engagement will be cancelled and: (i) if the Engagement is a Fixed Price Engagement, funds will be released from the Fixed Price Escrow Account and returned to the applicable Client Escrow Account to the extent of any funded balance and subject to the terms and conditions of the other Terms of Service; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Shaihk Corp. may suspend or cancel the other party’s Account.


3. Refund Request Form


Freelancer


If a Freelancer submits a Refund Request Form, the request is deemed approved and Freelancer will be deemed to have issued the applicable Refund Escrow Instructions below.


Client


If a Client submits a Refund Request Form, then the following process will apply:



a) If Freelancer approves Client’s request for all or part of the requested amount, then Freelancer will have issued the applicable Refund Escrow Instruction below. For any unapproved refund balance, Client must use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type.

b) If Freelancer submits a Dispute Notice Form during the Approval Period, then Freelancer and Client are required to follow the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type.


c) If Freelancer fails to submit a Dispute Notice Form during the Approval Period, then: (i) the request is deemed approved and Freelancer will be deemed to have issued the applicable Refund Escrow Instruction below; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Shaihk Corp. may suspend or cancel the other party’s Account.


Previously Paid Engagements


Refunds to a Client of amounts previously released to a Freelancer are subject to the availability of funds in the applicable Escrow Account. Softral will not remove funds from a Freelancer Escrow Account without authorization and instructions from the Freelancer. Processing refunds in this case might take up to 10 days.


4. Refund Escrow Instructions


By submitting a Refund Request Form or approving a Client’s refund request in whole or in part, Freelancer irrevocably authorizes and instructs Softral as follows:

a. If the refund request relates to a Fixed Price Engagement and sufficient funds remain in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Freelancer, Softral will release the corresponding amount from the Fixed Price Escrow Account and deposit it in the Client Escrow Account.

b. If the refund request relates to a Fixed Price Engagement and there are insufficient funds remaining in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Freelancer, then Softral will release to Client (i) the amount remaining in the Fixed Price Escrow Account; and (ii) the amount of the remaining balance of the refund from the Freelancer Escrow Account. If there are insufficient funds available in the Freelancer Escrow Account to cover the full balance of the refund request, Softral will only release from the Freelancer Escrow Account and deposit into the Client Escrow Account the available funds.

c. If the refund request relates to an Hourly Engagement or miscellaneous invoice, then Softral will release the corresponding amount from the Freelancer Escrow Account and deposit it in the Client Escrow Account. If there are insufficient funds available in the Freelancer Escrow Account to cover the full amount of the refund request, Softral will only release from the Freelancer Escrow Account and deposit into the Client Escrow Account the available funds.


5. Other Types of Disputes


If you have a complaint involving feedback, you must follow the section titled “Feedback” in section 7 of the Site Usage Policy. If you have entered the Payroll Services Agreement for your Engagement, this Policy does not apply. For a dispute with Shaihk Corp., you must follow the section titled “Disputes with Shaihk Corp.” in section 16 of the User Agreement.


6. 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: http://www.softral.com/help

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Referral Program



Effective Date: November 10, 2015


This referral program (this “Referral Program”) 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. Your use of the Site after the effective date will signify your acceptance of and agreement to this Referral Program. Softral reserves the right to modify or terminate the Referral Program at any time upon 30 days’ notice.


1. Referral Program Terms


Shaikh Corp. will provide each Member (“Referral Participant”) with a referral identifier (“RID”) upon Account registration with Shaikh Corp.. Shaikh Corp. will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. “Eligible Registration” occurs when a username identified with a Referral Participant’s RID successfully completes Shaikh Corp.’s Account registration process and Shaikh Corp., in our sole discretion, accepts such registration. Account registrations that: (1) are not in good faith, or (2) involve a registrant that has previously registered for an Account with Shaikh Corp. at any time are NOT Eligible Registrations. “Eligible Transaction” means a bona fide transaction satisfying the requirements set forth on the Referral Program webpages on the Site. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant’s RID; (2) any transactions that involve a Client who previously engaged a Freelancer through Shaikh Corp.; (3) any transactions that arise in connection with a pre-existing relationship between a Client and a Freelancer; (4) any transactions that arise in connection with a User’s purchase of services for User’s own use or for resale or commercial use of any kind, including, but not limited to, orders for customers or on behalf of customers or orders for services to be used by User or User’s friends, relatives, or associates in any manner; (5) any transactions that are not a bonafide arm’s length transactions for the purchase of Freelancer Services; and (6) any transactions compensated separately under an Shaikh Corp. affiliate program. Users will be identified and linked to a Referral Participant’s RID if they have accessed the Site via a link tagged with that Referral Participant’s RID. The Referral Participant is solely responsible for ensuring that links to the Site are correctly tagged with the RID Shaikh Corp. has provided to that Referral Participant.


2. Referral Fees and Payment


We will pay a Referral Participant a “Referral Fee” for each Eligible Registration and for each Eligible Transaction. Please refer to the Site for the current Referral Fees. Shaikh Corp. will track Eligible Registrations and Eligible Transactions and will make available to you reports summarizing such activity. The form, content, and frequency of the reports may vary from time to time in Shaikh Corp.’s sole discretion. Except as otherwise provided in this Referral Program or on the Site, Shaikh Corp. will pay you Referral Fees that are owed, less any taxes or other amounts that Shaikh Corp. is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments will be made directly into your Client Escrow Account or Freelancer Escrow Account, as applicable. All amounts will be paid in US dollars. Shaikh Corp. reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Shaikh Corp. also reserves the right to delay payment of any Referral Fees, in our sole discretion, while we conduct an investigation of such activity. If Shaikh Corp., in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that Shaikh Corp. will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated, or rejected by a Client or Freelancer after payment and Shaikh Corp. is forced to remit fees, you irrevocably authorize and instruct Softral to release funds in the amount of the Referral Fee related thereto from your Client Escrow Account or Freelancer Escrow Account, as applicable and pay such funds to Shaikh Corp..


3. 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 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Mark Use Guidelines



Effective Date: November 10, 2015


These Mark Use Guidelines (“Guidelines”) are a part of and incorporate all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Guidelines are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Shaikh Corp. Mark after the effective date will signify your acceptance of and agreement to these Guidelines. To the extent permitted by applicable law, Shaikh Corp. may modify these Guidelines without prior notice to you, and any revisions to these Guidelines will take effect when posted on the Site, unless otherwise stated in the revised Guidelines. Please check the Site often for updates.

1. Introduction


These Guidelines explain the terms under which you are allowed to use the Shaikh Corp. name and its graphical representation (the “Shaikh Corp. Mark”). The Shaikh Corp. Mark is among our most valuable assets. In order to preserve and strengthen our identity, these Guidelines provide conditions of use and clear instructions on proper use of the Shaikh Corp. Mark.


2. Preconditions


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


3. The Shaikh Corp. Mark


The Shaikh Corp. Mark is a typed drawing in a deliberate font and certain colors. The following illustrations below are the only renditions of the Shaikh Corp. Mark you may use, subject to the terms of these Guidelines.


The Shaikh Corp. Mark is federally registered with the United States Patent and Trademark Office and with the applicable regulatory authorities in certain other nations. All uses of the Shaikh Corp. Mark must bear the ® designation.


When using the Shaikh Corp. Mark, you must provide sufficient contrast between background color and the Shaikh Corp. Mark to ensure good contrast and clear legibility.


4. Minimum Size


In order to ensure sharp reproductions of the Shaikh Corp. Mark, you must print the width of the Shaikh Corp. Mark at least 30 pixels high.


5. Area of Non-Interference


The area of non-interference is a clear zone around the Shaikh Corp. Mark. In order to ensure visibility and impact and to present the Shaikh Corp. Mark without competition from other typographical or graphical elements, the minimum area of non-interference must be at least the equivalent of the height of one-half the Shaikh Corp. “E” around all four sides of the Shaikh Corp. Mark.


6. Avoiding Improper Use of the Shaikh Corp. Mark


You must:


• Never reproduce the Shaikh Corp. Mark from unauthorized artwork;

• Not modify the Shaikh Corp. Mark, including color specifications, position and relative size of the letterings;

• Never present the Shaikh Corp. Mark using negative or reverse “drop-out” reproduction;

• Never confine the Shaikh Corp. Mark tightly in a band or bar;

• Never present other seals, logos, or other marks in close proximity to the Shaikh Corp. Mark;

• Not use the Shaikh Corp. Mark in association with any third-party trademark in a manner that might create potential confusion as to the ownership of the Shaikh Corp. Mark; and

• Not use the Shaikh Corp. Mark outside of your relationship with us, except as permitted by Shaikh Corp. in writing.


7. Use of the Shaikh Corp. Mark on the Internet


The Shaikh Corp. Mark will be provided by Shaikh Corp. and must be displayed in the manner specified in these Guidelines. The presentation of the Shaikh Corp. Mark must include a description of your relationship to Shaikh Corp.. In addition, the Shaikh Corp. Mark must be linked to the Site.


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 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Hourly Dispute Resolution Policy



Effective Date: May 5, 2015



This Hourly Dispute Resolution Policy (this “Policy”) incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the other Terms of Service. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates.


This Policy provides the mechanism for Members to resolve cancellation requests, refunds, and other Disputes that could arise from an Hourly Engagement. This Policy does not cover feedback posted on the Site. If you have a complaint involving feedback, please refer to the section titled “Rating and Feedback System” in the Site Usage Policy. This Policy does not cover Disputes relating to Fixed Price Engagements. If you have a Dispute relating to a Fixed Price Engagement, please refer to the Cancellation and Refund Request Policy and the Fixed Price Dispute Resolution Policy. If you have entered into the Payroll Services Agreement for your Engagement, this Policy does not apply. If you have a dispute with Shaikh Corp. or our Affiliates, please contact Customer Support for assistance. Disputes with Shaikh Corp. and our Affiliates are governed by the User Agreement.


1. Introduction to Dispute Resolution for Hourly Engagements


If the Cancellation and Refund Request Policy fails to resolve your issue, or if you have other unresolved Disputes arising out of an Hourly Engagement, you must follow the applicable processes described in the remainder of this Policy, depending on the type and status of Engagement in Dispute.


To begin Dispute resolution for an Hourly Engagement without Work View, a Member must first submit a Dispute Notice Form in the Workroom. The Member may submit a Dispute Notice Form to resolve a complaint or to respond to a request for refund or cancellation of the Engagement. Shaikh Corp. will notify the other party of the Dispute, and the Client and Freelancer then will have two Business Days from delivery of such notice to resolve the Dispute between them and document the resolution in the Workroom. Shaikh Corp. will close the Dispute if there is no resolution posted in the Workroom within those two Business Days. If the Hourly Engagement does not use Work View, Shaikh Corp. cannot offer further Dispute assistance.

If your Engagement uses Work View, Shaikh Corp. may offer further Dispute assistance as detailed below.


2. Hourly Engagements with Work View


To begin Dispute resolution for an Hourly Engagement with Work View, you are required to follow the processes below:


If Client Rejects Time:


For an Hourly Engagement with Work View, Client has the right to reject time submitted by Freelancer on a timesheet if Client in good faith believes screenshots in the Workroom show the time submitted by Freelancer is not related to the Engagement requirements or Client instructions. To exercise this right, Client must use the Workroom to reject the applicable time by Friday at 11:59 PM Eastern Time, USA, following Freelancer’s submission of timesheets (the “Timesheet Review Period”). At the end of the Timesheet Review Period, Softral or its subsidiary will automatically charge Client’s Payment Method for all time not rejected by Client pursuant to this Policy, and Client irrevocably waives its right to Shaikh Corp.’s Dispute assistance concerning that time.


If Freelancer Disagrees


If Freelancer in good faith believes Client has rejected time that is related to the Engagement requirements or Client instructions, then Freelancer has the right to submit a Dispute Notice Form in the Workroom within five Business Days of delivery of notice of Client’s rejection.


For all time not rejected by Client in the Timesheet Review Period, payment is due by the end of the Timesheet Review Period. If Client does not make such payment, Freelancer has the right to submit a Dispute Notice Form in the Workroom for that Engagement within five Business Days following the end of the Timesheet Review Period.

Shaikh Corp. Dispute Assistance


If Freelancer Disputes Client’s rejection of time for an Hourly Engagement with Work View, Shaikh Corp. will determine, in Shaikh Corp.’s sole discretion, whether the disputed time is related to the Engagement requirements or Client’s instructions documented in the Workroom. If Shaikh Corp. determines that the time is related to the Engagement requirements or Client’s instructions documented in the Workroom, Softral or its subsidiary will charge Client’s Payment Method for the rejected time, and Softral will release the funds to Freelancer under the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.

If Freelancer files a Dispute Notice Form in the Workroom because Client did not pay for time that has not been rejected by Client, Softral or its subsidiary will charge Client’s Payment Method for the rejected time, and Softral will release the funds to Freelancer under the Hourly and Miscellaneous Payment Escrow Instructions.

Engagements prohibited by the Terms of Service do not qualify for Dispute assistance under this Policy.


3. Posting Notice of Resolution


Any agreement resolving a Dispute must be posted and confirmed by both parties in their Workroom.


4. Failure to Comply with this Policy


All claims, disputes, or other disagreements between you and another Member that are covered by this Policy must be resolved in accordance with the terms in this Policy. All claims filed or brought contrary to this Policy will be considered improperly filed and Shaikh Corp. will have the right to take action, including suspension or closure of your Account. Should you file a claim contrary to this Policy, the other Member may recover attorneys’ fees and costs up to $2,000, provided that the other Member has notified you in writing of the improperly filed claim, and you fail to promptly withdraw the claim.


5. Abuse


Shaikh Corp., in its sole discretion, reserves the right to suspend or close your Account immediately upon giving notice to you if Shaikh Corp. believes you may be abusing this Policy or as otherwise permitted by the other Terms of Service. However, any Disputes for any Engagement that existed prior to closure of your Account will be subject to the Terms of Service.


6. 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: http://www.softral.com/help

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Freelancer Memberships, Proposals and Fulfillment Policy



Effective Date: November 10, 2015


This Freelancer Memberships, Proposals, and Performance Policy (this “Policy”) is part of and incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.

1. Freelancer Membership Programs


Shaikh Corp. offers several Freelancer membership programs. If you are an individual and will be the only person associated with your Account, you may register as an individual Member or a company Member, free or paid. If your organization consists of more than one person, or if your service is operated or delivered by more than one person, you must register as a business Member, free or paid, and must not register as an individual Member.


Each membership program includes a certain number of “Connects,” which reserve monthly capacity on the Site for Freelancer to list proposals for Engagements. Subject to a cap determined by your membership program and other criteria, including, but not limited to, your feedback on the Site, Freelancer may buy additional Connects through the Site at any time. Connects you do not use by the end of the month do not carry over into the next month, except to the extent expressly stated on the Site. The conditions under which unused Connects will rollover to the next month may vary from time to time and will depend on your membership program.


Shaikh Corp. reserves the right to change our membership programs, including, but not limited to, to change membership fees, change the monthly number of Connects included in the membership programs, change the price for additional Connects, and institute new fees at any time, upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Shaikh Corp. exercises our right to cancel a membership at any time, Shaikh Corp. will not refund the membership fee already paid.


Automatic Membership Renewal


You must pay your Freelancer membership fees through your Freelancer Escrow Account as described in the Account Agreement. The membership billing period begins on the date that Shaikh Corp. receives payment. Freelancer membership fees are calculated from the beginning of that billing period.


Shaikh Corp. automatically renews your Freelancer monthly membership, and you irrevocably authorize and instruct Softral to make the required monthly payments to Shaikh Corp. on your behalf as described in the Account Agreement. Automatic renewal occurs on the first day after the expiration date of your membership.

Changes to Membership Program


If you upgrade your membership program, the unused portion of a lower membership fee will be credited toward the higher membership fee. The new billing period will then be based upon the date Shaikh Corp. receives payment of the new membership fee. If you upgrade a membership or add additional categories, it will result in a new billing date, effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period.


For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.


2. Submitting an Engagement Proposal


You agree to follow these guidelines when you submit a proposal for an Engagement:


• Provide proposals only for Engagements that you are a good fit for and you can complete within Client’s time frames.

• Help Client clarify its needs and fully develop the Engagement scope and deliverables.

• Write a specific, detailed proposal with clear scope, deliverables, and milestones.

• Set expectations that you can meet or exceed.

• Specify payment terms that tie to the completion of milestones.

• Specify how change orders will be handled.

• Specify how warranty work will be handled.

• Submit an accurate proposal reflecting your understanding of the scope of the Engagement and the amount of time/effort you plan to commit in order to provide high Client satisfaction.

• Inform Client of your office hours and committed response time.

• Submit a new proposal when needed to reflect any changes to price, delivery date, or approach prior to the end of the proposal period.

• Not to submit unreasonably low proposal prices or test proposals. If you wish to submit a proposal but require more information about the Engagement, post a message in the “Public Messages” area of the Site to request more information, indicating your assumptions regarding the Engagement scope in your proposal and making explicit that you will update the proposal once you receive more information.

• Not to submit proposals with the intent to commit fraud or violate the Terms of Service.

• Not to submit boilerplate, placeholder, or generic proposals.

• Not to offer your services in exchange for good feedback on the Site or for free.


3. Fulfilling an Engagement


When you are engaged by Client for an Engagement, you agree that you will:

• Log onto the Site to manage the Engagement and use the Workroom to maintain an electronic record of all written communication between you and Client.

• Use the Workroom to record your understanding of the scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, vacation, availability, delays, acceptance of deliverables, and completion of milestones.

• Transcribe relevant emails, instant messages, and telephone or in-person conversations between you and Client into the Workroom to maintain a record of what is agreed.

• Inform Client if a committed deliverable will be missed, offering an explanation and proposing a revised date.

• Inform Client if you will be unavailable for more than one Business Day.

• If you are unable to complete the Engagement, alert Customer Support so that Shaikh Corp. is aware of the situation and can offer assistance to Client.


• Respond promptly, within one Business Day, to all Engagement-related communication, whether from Client or Shaikh Corp..


4. Non-Circumvention


You acknowledge and agree that, pursuant to and for the reasons stated in the User Agreement, for 24 months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party. You may opt-out of this obligation only if Client, prospective Client, or Freelancer pays Shaikh Corp. an Opt-Out Fee as detailed in the User Agreement in the section titled “Non-Circumvention.”


5. Audit Provisions and Record Keeping


For one year after performing each Engagement, you agree to keep and maintain complete and accurate records related to the Freelancer Services that you perform for Client, including the service description, the proposal, and payment terms and information on all repeat or follow-on Freelancer Services performed for each Client. If questions arise regarding services rendered or fees due, you agree to provide copies of these records and other relevant documentation to Shaikh Corp. within five days of Shaikh Corp.’s request. Additional record keeping requirements for Freelancers using Shaikh Corp. Payroll Services are described in the Payroll Services Agreement and the additional documents to which it refers.


6. 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 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Fixed Price Dispute Resolution Policy



Effective Date: November 10, 2015



This Fixed Price Dispute Resolution Policy (this “Policy”) incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates.


If the Refund and Cancellation Policy fails to resolve your Dispute, this Policy provides the mechanism and terms to resolve the Dispute. This Policy does not cover feedback posted on the Site. If you have a complaint involving feedback, please refer to the section titled “Feedback” in the Site Usage Policy. This Policy does not cover Disputes relating to Hourly Engagements. If you have a Dispute relating to an Hourly Engagement, please refer to the Refund and Cancellation Policy and the Hourly Dispute Resolution Policy. If you have entered into the Payroll Services Agreement for your Engagement, this Policy does not apply; please refer to the Payroll Services Agreement. Disputes with Shaikh Corp. are governed by the User Agreement.

1. Definitions and Key Dates


For all Disputes, you must be aware of the following key dates and terms:


Arbitration” means binding non-appearance based arbitration by a neutral third party as described in Section 5.


Arbitration Invoice” means an invoice delivered by Shaikh Corp. to Client or Freelancer for its applicable portion of the costs of Arbitration as more particularly described in Section 4 below.


Arbitration Limitations Date” means the date 30 days after the date a Dispute Notice Form is filed with Shaikh Corp..


Breach Date” for a Fixed Price Engagement means the later of (1) the date on which the events causing the Dispute with the other Member first took place, or (2) the date on which you learned, or reasonably should have learned, about the events causing the Dispute with the other Member; provided, however, that for a Dispute involving payments or the delivery of a Deliverable for a Fixed Price Engagement, the “Breach Date” is the latter of: (a) the date of the Release of the payment to which the Dispute relates, (b) the date payment was due to be released for a delivered Deliverable, or (c) the date a Deliverable was due to be delivered.


Dispute Assistance Deadline” means the date 30 days after all funds are released and withdrawn from a Fixed Price Escrow Account, leaving it with $0. If an Engagement has more than one Milestone, then the Dispute Assistance Deadline will be calculated based on the most recent date that the Fixed Price Escrow Account reached a balance of $0.


Shaikh Corp. Dispute Assistance” means the Dispute assistance provided by Shaikh Corp. as set forth in this Policy.


2. Member Resolution


Shaikh Corp. Dispute Assistance is only available (i) after initial funding of the Fixed Price Escrow Account associated with the Engagement and (ii) until the Dispute Assistance Deadline passes. After the Dispute Assistance Deadline passes, Shaikh Corp. Dispute Assistance is not available to either Freelancer or Client via the Site.


To resolve a Dispute for a Fixed Price Engagement, you must first submit a Dispute Notice Form in the Workroom within 30 days of the Breach Date. If you are a Freelancer, Shaikh Corp. Dispute Assistance is only available if the Fixed Price Escrow Account has a positive balance at the time you file your Dispute. If you are a Client, Shaikh Corp. Dispute Assistance is available through the Dispute Assistance Deadline. Filing a Dispute Notice Form begins the Member resolution process, and you are the “Initiating Party.” If you do not submit a Dispute Notice Form within 30 days of the Breach Date, Shaikh Corp. Dispute Assistance is no longer available to you.


Responding to a Dispute


If an Initiating Party properly initiates a Dispute on the Site by filing a Dispute Notice Form, the other Member (the “Opposing Party”) has two Business Days following the Initiating Party’s submission of the Dispute Notice Form to submit a Dispute Response. “Dispute Response” means: (1) if the Opposing Party is Client, that Client has not received all Deliverables required for a Release pursuant to the Member Contract, or (2) if the Opposing Party is Freelancer, that Freelancer has delivered all Deliverables required.

Failure to Respond


If the Opposing Party does not submit a Dispute Response to the Site within two Business Days following the Initiating Party’s submission of the Dispute Notice Form, Shaikh Corp. will then notify the Opposing Party and request a response. If the Opposing Party does not respond to Shaikh Corp. within three Business Days of Shaikh Corp.’s notification, then Client and Freelancer will be deemed to have agreed to the remedy sought in the Dispute Notice Form.


3. Shaikh Corp. Dispute Assistance


If Shaikh Corp. receives a timely Dispute Notice Form and a Dispute Response, Shaikh Corp. will provide notice to both parties (“Call Notice”) to request that they mutually schedule a Dispute assistance call with an Shaikh Corp. facilitator (the “Facilitator”) to encourage a settlement of the Dispute. The Call Notice will request a response within three Business Days of delivery of such Call Notice. The Facilitator will act solely as a neutral third party and will have no further obligations. The Facilitator will not judge the Dispute and will not make any award. No Facilitator is authorized to make any recommendation or guaranty to the parties regarding the Dispute or its outcome.

One Party Does Not Respond to the Call Notice


If one party responds to the Call Notice within three Business Days of delivery of such Call Notice, but the other does not, Shaikh Corp. will give the non-responding party an opportunity to request Arbitration by sending the non-responding party an invoice for its share of the Arbitration costs (described below). Shaikh Corp. will provide the non-responding party two Business Days to pay the invoice. If the invoice is not paid, Freelancer and Client will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release the disputed funds to the party that did respond to the Call Notice, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Shaikh Corp. will close the Dispute.


Neither Party Responds to the Call Notice


If neither party responds to the Call Notice within three Business Days of delivery of such Call Notice, Shaikh Corp. will provide both parties with the option to begin the Arbitration process on or before the Arbitration Limitations Date to start the Arbitration process. If neither party initiates Arbitration by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have authorized and instructed Softral to, and Softral will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Shaikh Corp. will close the Dispute.


A Call Cannot Be Scheduled


Occasionally, because of time zone differences or other availability issues, a Dispute assistance call cannot be scheduled at a suitable time for everyone involved. When that occurs, Shaikh Corp. will notify both parties that either may request Arbitration on or before the Arbitration Limitations Date.


One Party Elects to Bypass the Dispute Call and Proceed Directly to Arbitration


If either party elects to bypass the Dispute assistance call and proceed to Arbitration after receiving a Call Notice, Shaikh Corp. will invoice that party for its portion of the Arbitration fee (see below). If the requesting party does not pay the invoice within two Business Days of delivery of such invoice, then Shaikh Corp. will send that party a reminder and notify it that it must pay the invoice on or before the Arbitration Limitations Date.


If the party requesting Arbitration is Freelancer, and there are no funds in the Fixed Price Escrow Account, Arbitration is not available. If there are funds available in the Fixed Price Escrow Account and Freelancer does not initiate the Arbitration on or before the Arbitration Limitations Date, Shaikh Corp. will remove the unpaid invoice from Freelancer’s Account and close the Dispute. In that case, Client and Freelancer will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account.

If the party requesting Arbitration is Client, and Client does not initiate Arbitration on or before the Arbitration Limitations Date, Shaikh Corp. will notify Freelancer five days before the Arbitration Limitations Date and provide Freelancer the option to initiate Arbitration by paying Freelancer’s portion of the Arbitration costs on or before the Arbitration Limitations Date. If Freelancer does not initiate the Arbitration as required, then Client and Freelancer will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Shaikh Corp. will close the Dispute.

Dispute Assistance Call Scheduled; One or Both of the Parties Does Not Attend


If a Dispute assistance call is scheduled and one party attends (the “Attending Party”) but the other party does not give prior notice to Shaikh Corp. of non-attendance and fails to attend (the “Non-Attending Party”) the scheduled call, then Shaikh Corp. Dispute Assistance is no longer available. In that case, Shaikh Corp. will deliver an Arbitration invoice to the Non-Attending Party and notify the Non-Attending Party that it has two Business Days to pay the Arbitration invoice in order to initiate Arbitration (“Non-Attendance Notice”). If the Non-Attending Party does not pay the Arbitration invoice within two Business Days of the date of the Non-Attendance Notice, then Client and Freelancer will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, make the Release sought by the Attending Party, if any funds remain in the Escrow Account. If no funds remain in the Escrow Account, Shaikh Corp. will close the Dispute.

If a Dispute assistance call is scheduled and both parties do not give prior notice to Shaikh Corp. of non-attendance and both do not participate in the call, Shaikh Corp. will notify both parties that they have until the Arbitration Limitations Date to demand Arbitration via the Site in accordance with Section 5 titled “Arbitration for Fixed Price Engagements” below. If neither party demands Arbitration on or before the Arbitration Limitations Date, then Client and Freelancer will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Shaikh Corp. will close the Dispute.


Dispute Assistance Call Held; Parties Attend but Fail to Reach Agreement or they agree to Arbitration

If the parties agree to Arbitration during or as a result of the Dispute assistance call, or if one of the parties to the call notifies Shaikh Corp. that it will pursue Arbitration, then Shaikh Corp. will deliver instructions to both parties regarding the process for initiating Arbitration. At the point that Shaikh Corp. send the parties an Arbitration invoice, the parties will each have two Business Days to pay the Arbitration invoice in order to initiate Arbitration. At that point, the process differs depending whether funds are held in the Fixed Price Escrow Account or not.


If Funds are Held in Escrow

If funds are held in the Fixed Price Escrow Account and neither party pays the Arbitration invoice, then Shaikh Corp. will deliver notice to both non-paying parties that if they do not pay the Arbitration invoice within five Business Days after delivery of such notice, the funds in the Fixed Price Escrow Account will be released to Client.

If one party pays the Arbitration invoice (including after initial notice of non-payment), then Shaikh Corp. will deliver notice to the non-paying party that if they do not pay the Arbitration invoice within five Business Days after delivery of such notice, the funds in the Fixed Price Escrow Account will be released to the paying party.


If both parties pay the Arbitration invoice (including after initial notice of non-payment), then Shaikh Corp. will deliver instructions for initiating Arbitration.


If No Funds are Held in Escrow

If no funds are held in the Fixed Price Escrow Account, Shaikh Corp. will notify both parties that Client has the right to proceed to Arbitration and at that time Shaikh Corp. will deliver an Arbitration invoice to Client. If Client does not pay the Arbitration invoice within two Business Days of delivery of such invoice, Shaikh Corp. will notify Client of the Arbitration Limitations Date. If Client does not initiate Arbitration by the Arbitration Limitations Date, Shaikh Corp. will close the Dispute.


4. If Parties Reach Agreement


Any agreement resolving a Dispute must be posted and confirmed by both parties in their Workroom.


5. Arbitration for a Fixed Price Engagement


By using the Site, you agree that each party to a Member Contract has the right to demand Arbitration of a Fixed Price Engagement if the Fixed Price Escrow associated with the Engagement has been funded at least once and (i) if the party is the Freelancer, the Fixed Price Escrow has funds remaining in it and Freelancer requests Arbitration before the Arbitrations Limitation Date, or (ii) if the party is the Client, Client requests Arbitration before the Arbitration Limitations Date. If either Client or Freelancer demands Arbitration in accordance with this Policy and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”


Any such Arbitration will be conducted by a neutral third-party Arbitration services: the American Arbitration Association (“AAA”). The Arbitration rules and fees for each are set out in Appendix A (for the AAA) to this Policy. By default, Arbitration will be conducted by AAA unless Shaikh Corp. chooses another Arbitration service.


Filing the Case with the Arbitrator


When a Member (the “Arbitration Plaintiff”) demands Arbitration, or when the circumstances dictate that Shaikh Corp. notify that Member of its right to file for Arbitration as described above, Shaikh Corp. will provide that Member with instructions on initiating the Arbitration. Shaikh Corp. subsequently will invoice the Arbitration Plaintiff for that party’s portion of the applicable Arbitration fees. If the Arbitration Plaintiff does not pay the invoice within three Business Days, then Shaikh Corp. will send the Arbitration Plaintiff a reminder to pay the invoice. If the Arbitration Plaintiff does not pay the invoice within the required time, then the Dispute will be closed and Arbitration will no longer be available to the Arbitration Plaintiff.


If the Arbitration Plaintiff pays the invoice, Shaikh Corp. will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to submit to such Arbitration within five calendar days after the First Arbitration Notice, Shaikh Corp. will suspend the Arbitration Respondent’s Account and send the Arbitration Respondent a notice that it must pay the Arbitration fees. If the Arbitration Respondent does not pay its portion of the Arbitration fees within 15 calendar days of the date of the First Arbitration Notice, then both parties will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release the funds sought by the Arbitration Plaintiff in the demand for Arbitration, to the extent such funds remain in the Fixed Price Escrow Account. If no funds remain in the Fixed Price Escrow Account, Shaikh Corp. will close the Dispute.


If both parties pay their portion of the Arbitration fees, Shaikh Corp. will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, Shaikh Corp. will provide the arbitrator with the Dispute Notice Form, the Dispute Response, and access to the Workroom and its contents.

If Arbitration registration is completed by one party and the other party fails to complete Arbitration registration within 15 days, the party that failed to register will be deemed to have authorized and instructed Shaikh Corp. to, and Shaikh Corp. will, Release the disputed funds to registered party, to the extent that any disputed funds remain in the Escrow Account.


Authorization to Collect Arbitration Fees


When you electronically authorize to pay the invoice sent to you by Shaikh Corp. for your portion of Arbitration fees via the Site, you irrevocably authorize and instruct (i) Softral and its wholly owned subsidiaries, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) Softral, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Shaikh Corp.. If Softral or its wholly owned subsidiaries cannot collect sufficient funds to fulfill the Escrow for any reason, Softral has no obligation with respect to making the payment to Shaikh Corp. on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Policy.


Limitations Period for Arbitrations


If both Freelancer and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have irrevocably authorized and instructed Softral to, and Softral will, Release all funds in the Fixed Price Escrow Account to Client.


Arbitration Award


You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to Shaikh Corp., then Shaikh Corp. and Softral have the right to treat such notice as conclusive and act in reliance thereon.


Fees for Escrow Releases Following Dispute Resolution


All Escrow Releases under this Policy are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the Account Agreement and applicable Escrow Instructions.


6. Notices


Dispute Notice Forms, Dispute Responses, and notification of the closing of a Dispute will be posted in the Workroom. All other notices to a Member required by this Policy will be via email sent by Shaikh Corp. to the Member’s registered email address. Members are solely responsible for maintaining a current, active email address registered with Shaikh Corp., for checking their email, and for responding to notices sent by Shaikh Corp. to the Member’s registered email address.


7. Failure to Comply with this Policy


Improperly Filed Claims


All claims, disputes, and other disagreements between you and another Member that are covered by this Policy must be resolved in accordance with the terms in this Policy. This Policy incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the provisions relating to chargebacks contained in the other Terms of Service. All claims filed or brought contrary to this Policy will be considered improperly filed, and Shaikh Corp. will have the right to take any other action, including suspension or cancellation of your Account, and any other legal action as Shaikh Corp. deems appropriate in our sole discretion. Should you file a claim contrary to this Policy, the other Member may recover attorneys’ fees and costs up to $2,000, provided that the other Member has notified you in writing of the improperly filed claim, and you fail to promptly withdraw the claim.


8. Abuse


Shaikh Corp., in our sole discretion, reserves the right to suspend or cancel your Account immediately upon giving notice to you if Shaikh Corp. believes you may be abusing this Policy or as otherwise permitted by the other Terms of Service. However, any Disputes for any Engagements that existed prior to cancellation will be subject to the Terms of Service.


9. Contacting Us


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


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

Email: admin@softral.com

Phone: 1-251-366-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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



APPENDIX A


RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION


This Appendix A Summarizes Certain Pertinent Contractual Terms That American Arbitration Association (AAA) Has Agreed To In Providing Arbitration Services To Clients And Freelancers Who Choose AAA As Their Arbitrator. AAA Is Solely A Third-Party Service Provider. Shaikh Corp. And Our Affiliates Have No Direct Or Indirect Affiliate, Partnership, Joint Venture, Ownership Or Control Relationship With Or Interest In AAA. Shaikh Corp. And Our Affiliates Assume No Responsibility Or Liability For The Services Of AAA.


Appointment of the Arbitrator


All Arbitrations by the AAA are conducted by a single arbitrator.


The AAA will provide the parties the opportunity to participate in arbitrator selection through a strike-and-rank process of pre-qualified arbitrators.


1. Each party will be provided with an identical list of five potential arbitrators and may have up to three calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within five calendar days, all persons named therein will be deemed acceptable.


2. From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.


3. Any arbitrator will be impartial and independent and will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.


4. Neither Shaikh Corp. nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, Shaikh Corp. and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site and/or the Workroom associated with the Engagement in Dispute.


Rules of the Proceedings


1. The amount at issue in any claims or counterclaims relating to an Engagement will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Engagement.


2. The Arbitration Plaintiff may submit a statement of the case (“Initial Statement”), not to exceed 1,500 words, within three Business Days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Workroom.

3. The Arbitration Respondent may submit a response (“Response Statement”), not to exceed 1,500 words, within three Business Days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Workroom.


4. Either party may elect to use their Dispute Notice Form or Dispute Response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.


5. All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Workroom contents at the time the Dispute was submitted to the Shaikh Corp. Dispute resolution process. Any communication taking place outside the Workroom must have been posted to the Workroom within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Workroom contents and material submitted to initiate the Arbitration. The failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.


6. The language of the Arbitration will be English.


7. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.


8. The Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.


9. Communications by either party to the arbitrator will be shared with all parties.


10. All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.


11. Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.


The Award


The AAA will provide Shaikh Corp. and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide, but is not required to provide, written reasons for the Award to the parties.


Fees


The fee for Arbitrations by the AAA is $875, regardless of the amount at issue.


Each of the Dispute Parties and Shaikh Corp. will share the cost equally ($291 each).


Client and Freelancer will solely bear and pay any other costs it incurs related to the Arbitration. 




Copyright and Other Infringing Content Policy


Effective Date: November 10, 2015



This Copyright and Other Infringing Content Policy (this “Policy”) is part of and incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.

1. Removal of Material for which Copyright Infringement is Claimed


Pursuant to 17 U.S.C. § 512, as amended by Title II of the Digital Millennium Copyright Act, Shaikh Corp. has implemented procedures for receiving written notification of claimed infringement of copyrights and for processing such claims in accordance with the Digital Millennium Copyright Act. If you believe someone is using the Site or the Site Services to infringe upon your copyrights, please fill out a Notice of Infringement Form and fax it to Shaikh Corp. Copyright Infringement Notices at 650-316-7501.


To be effective under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3)(A), a notification of claimed infringement must be a written communication provided to Shaikh Corp. at the fax number provided above and must include substantially the following:

1. Your physical or electronic signature.

2. Identification of the copyrighted work claimed to have been infringed; for example, quote your copyrighted material or identify your trademark and provide a URL or link to where the material is located on the Site, if possible.

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

4. Your name, address, telephone number, and email address.

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

6. A statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


We may not take action unless your notice strictly complies with the foregoing requirements. Please provide a Notice of Infringement Form each time you wish to report alleged acts of infringement and fax it to us at the number provided above. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material or activity infringes your Intellectual Property Rights.

In response to your notice, we may remove or disable access to the allegedly infringing material or suspend implicated Accounts. If we remove or disable access to the allegedly infringing material or suspend implicated Accounts, we may notify the owner of the allegedly infringing material so that he or she can provide a counter notification to us.


2. Removal of Material for which Intellectual Property Infringement (Other than Copyright) is Claimed


If you believe someone is using the Site or Site Services to infringe upon your Intellectual Property Rights (including trademarks, logos, and other rights other than copyrights), please fill out a Notice of Infringement Form, providing substantially the same information as required in Section 1 above, and fax it to Shaikh Corp. Intellectual Property Infringement Notices at 650-316-7501.


3. Contacting Us


If you wish to report a violation of the Terms of Service (other than a violation of Intellectual Property Rights as described in this Policy), have any questions, or need assistance, please contact Customer Support at:


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

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM Midnight Central Time)

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




Client Engagement Posting Policy



Effective Date: November 10, 2015



This Client Engagement Posting Policy (this “Policy”) is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.

1. Posting an Engagement


As a Client, when posting Engagements and engaging Freelancers, you agree to abide by the following guidelines:

• Post Engagements with clear scope, well-defined deliverables, and required time frames. Do not hesitate to contact Customer Support for assistance with posting an Engagement.

Answer clarifying questions from Freelancers and update the Engagement description.

• Accept an Engagement proposal only when it has a clear description of the Freelancer Services, well-defined deliverables and milestones, precise timeframes, and payment terms.

• Evaluate multiple Engagement proposals against criteria important to you, such as a Freelancer’s experience, education, portfolio, certifications, references, feedback from prior Clients, location, communication style, and cost.

• Ask Freelancer to utilize the Engagement Terms feature on the Site to define key milestones and payment schedules.

• Ask for Freelancer’s office hours and standard response times.

• Once you have engaged a Freelancer for an Engagement, log into the Site to manage the Engagement and use the Workroom as described in the section titled “Communication.”


2. Prohibited Engagement Postings


You agree NOT to do the following when you post an Engagement or transmit information on the Site:



• Post any Engagement, submit any Engagement proposal, or otherwise use the Site to transmit any content or conduct any transaction that would violate any applicable law or regulation.

• Post any Engagement that is fake, posted without the intention to engage or complete the Engagement, or posted only to receive pricing information.

• Post any Engagement that offers commission or equity compensation.

• Post any Engagement that requests free services.

• Require or request that Freelancer to deliver a free mock-up or proof of concept as part of an Engagement proposal submission or as a condition to consideration of an Engagement proposal.

• Post any Engagement, Engagement proposal, or deliverable or transmit any content that infringes a third party’s Intellectual Property Rights, violates the terms and conditions of use of a third-party website or copyrighted materials, or violates a third party’s rights of publicity or privacy.


• Post any Engagement, Engagement proposal, or deliverable or transmit any content related to or containing any adult or sexually explicit material.

• Post any Engagement related to bulk email or spam, including, but not limited to, bulk email hosting, scripts, active code, programs, proxies, lists, and relay servers.

• Post any Engagement or submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work, for example, by passing off the skills, ideas, or words of another as one’s own; using another’s production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons, or sources as real.


3. Non-Circumvention


You acknowledge and agree that, pursuant to and for the reasons stated in the User Agreement, for 24 months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party. You may opt-out of this obligation only if Client, prospective Client, or Freelancer pays Shaikh Corp. an Opt-Out Fee as detailed in the User Agreement in the section titled “Non-Circumvention.”


4. Audit Provisions and Record Keeping


For one year after paying for each Engagement, you agree to keep and maintain complete and accurate records related to the Freelancer Services that you received from Freelancer, including the service description, the proposal and payment terms, and information on all repeat or follow-on Freelancer Services received from each Freelancer. If questions arise regarding services rendered or fees due, you agree to provide copies of these records and other relevant documentation to Shaikh Corp. within 5 days of Shaikh Corp.’s request. Additional record keeping requirements for Clients using Shaikh Corp. Payroll Services are described in the Shaikh Corp. Payroll Services Agreement and the additional documents to which it refers.


5. 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: http://www.softral.com/help

Email: admin@softral.com

Phone: 1-251-633-0801

(Monday 12:01 AM through Friday 12:00 AM. Midnight Central Time)

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