Effective Date: April 12, 2017

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and translance.net, to the extent expressly stated, our affiliates Translance.net Escrow Inc. (“Translance.net Escrow”) and Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Translance.net mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.

This Agreement includes and hereby incorporates by reference the following: Translance.net Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Fixed-Price Escrow Instructions, as such agreements may be in effect and modified by Translance.net from time to time (collectively, with this Agreement, the “Terms of Service”).

Subject to the conditions set forth herein, Translance.net may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Translance.net, Translance.net will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.

1. DIGITAL SIGNATURE

By registering for an Translance.net account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS

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

2.1 Your Consent and Your Right to Withdraw Consent

We reserve the right, in our sole discretion, to communicate with you via the Phone number and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it.

2.2 Keeping Your Address and Email Address Current With Us

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

3. TRANSLANCE.NET ACCOUNTS

3.1 Account Eligibility

To use the Site and certain Site Services, you must register for an Account. Translance.net offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Translance.net reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Translance.net’s sole discretion.

You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.

3.2 Account Registration; Profile

By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Freelancer, unless you use the Site solely as an employee and Agency Member of a registered Agency Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3 Identity Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Translance.net, if it is a separate legal entity. You authorize Translance.net, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

4 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize Translance.net to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Agency Account or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.

5 Marketplace Feedback

You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Translance.net post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Translance.net will make feedback results available to other marketplace Users, including composite or compiled feedback. Translance.net provides this feedback system as a means through which Users can share their opinions publicly and Translance.net does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Freelancer Profile and not to any individual person. You agree not to use the JSS to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Translance.net does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Translance.net do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Translance.net 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, Translance.net reserves the right (but is under no obligation) to remove posted feedback or information that, in Translance.net’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Translance.net of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, Translance.net may rely on the accuracy of such information.

6 PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Translance.net provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts.

6.1 Escrow Accounts

Translance.net Escrow provides escrow services to Users to deliver, hold, or receive payment for an Engagement, and to pay service, membership and payment processing and administration fees to Translance.net (“Escrow Services”).

(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, Translance.net Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Translance.net for payment processing and administration fees.

(b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for an Engagement, Translance.net Escrow will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make monthly membership payments and service fees to Translance.net, and issue refunds to Clients.

You hereby authorize and instruct Translance.net Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms of Service and the applicable Escrow Instructions.

7. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

7.1 Service Contracts

you acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): he Fixed-Price Escrow Instructions and any other contractual provisions accepted by both the Client and the Freelancer. You acknowledge and agree that Translance.net is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Translance.net and any Freelancer.

8. PAYMENT TERMS

8.1 Service Fee

The fees to use the Site and Site Services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Translance.net Escrow will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Translance.net a service fee in the amount specified service fee (the “Service Fee”). Freelancer agrees to pay Translance.net the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection.

8.2 Membership Fees

Freelancers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the agreement, as may be revised from time to time upon such notice as may be appropriate

8.3 No Fee for Introducing or for Finding Engagements

Translance.net does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. Translance.net merely makes the Site Services available to enable Freelancers to do so themselves.

8.4 Disbursements to Freelancers

Freelancer agrees that it will not receive interest or other earnings on the funds held by Translance.net Escrow prior to disbursement to Freelancer. Freelancers agree that they are paid 7 days after work completion in case the contract completed successfully.

8.5 Non-payment

If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Translance.net may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services.

8.6 No Return of Funds

Client acknowledges and agrees that Translance.net Escrow will charge Client’s designated Payment Method for the Freelancer Fees for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Services. Therefore, and in consideration of the Site Services provided by Translance.net Client agrees that once Translance.net Escrow charges the Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Service for any reason.

8.7 Formal Invoices and Taxes

Translance.net will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees.

8.8 Payment Methods

Clients are charged a fee for payment processing and administration as described here. In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Translance.net, Translance.net Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts.

8.9 US Dollars and Foreign Currency Conversion

The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Translance.net, Translance.net Escrow or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions.

Translance.net, Translance.net Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Translance.net, Translance.net Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer,

9. NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation Translance.net receives for making the Site available to you is collected through the Service Fee described in (“Service Fee”). Translance.net only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. You must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Translance.net Relationship”). You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays Translance.net for each such relationship.

10 Services

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.

10.1 Client Payments and Billing

For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract offer or upon activating any additional milestone.

10.2 Dispute Resolution

With respect to disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.

10.3 Termination of a Service Contract

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

11. RELATIONSHIP WITH TRANSLANCE.NET

Translance.net is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Services. Translance.net does not introduce Freelancers to Clients or help Freelancers find Engagements. Translance.net 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. Translance.net does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Translance.net will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Translance.net does not provide the premises at which the Freelancer will perform the work. Translance.net makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

You hereby acknowledge and agree that Translance.net may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Translance.net and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Translance.net; Translance.net provides such information solely for the convenience of Users.

12. DEFINITIONS

“Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User. From time to time, Translance.net may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Translance.net when Translance.net acts in this way.

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

“Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.

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

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

“Freelancer” means any authorized User utilizing the Site to advertise and provide Services to Clients.

“Freelancer Fees” means the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.

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

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

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

“Connect” is used by freelancers for sending proposals to obtain a job.