Outsource.com Payment and Service Policy

These Terms are effective November 12, 2014. Your continued use of the Site after that will signify your acceptance of these Instructions.

Statement of Services: Outsource.com LLC (Outsource.com) uses Braintree, a division of PayPal, Inc. to process the payments for goods or services on Outsource.com. Outsource.com assumes no responsibility for good or services purchased through Outsource.com and likewise it is the responsibility of the client to assess the integrity, honesty, experience, capability, and reliability of any Freelancer with whom User communicates and/or choose to hire through this Website. Outsource.com does not Guarantee the completion of any agreement between the clients and Freelancers.

1. Digital Signature and Authorization

By clicking to create an offer, Client gives authorization for Outsource.com to charge their payment of method for services provided by a Freelancer through the Website.

2. Funding

When Client clicks to approve the funding of a payment this constitutes Client's irrevocable agreement to pay those funds into the Tipalti payment account for that Job. Client hereby automatically irrevocably authorizes Outsource.com to charge Client's Payment Method and Account in the amount so approved, and to deposit any amount collected into the Tipalti account. If Outsource.com cannot collect the amount of the Funding Approval for any reason, Outsource.com has no obligation with respect to the creation, funding or increased funding of the Account. Once Outsource.com has deposited such amounts into the Tipalti Account, it is non-refundable except pursuant to these Instructions. Therefore, and in consideration of the services provided by Outsource.com, Client agrees that once Outsource.com has charged Client's Payment Method, the charge is non-refundable. Client agrees not to ask its credit card company, bank or other payment service provider to charge back any amount to Outsource.com for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement and the User Agreement If Client does so, Client hereby agrees that Outsource.com may dispute or appeal the chargeback, or institute collection action against Client, and Client agrees to repay Outsource.com for the amount of the chargeback plus reasonable attorney fees and costs of collection incurred by Outsource.com to recover such amounts from Client, and administrative fees in the amount of $2,000, which the Client hereby agrees is reasonable.

3. Dispute Policy

Outsource.com will only provide Dispute Assistance while payment has been funded, but not sent to the freelancer. To resolve a Dispute for a job, you must first submit a Dispute Notice to Outsource.com within 7 days of the alleged breach.

For any dispute arising between Client and Outsource.com the Client and Outsource.com will pursue resolution of the dispute in accordance with the Dispute Resolution Policy referenced therein. During the process of Dispute resolution set forth in those policies, Tipalti will continue to hold the pending the clients release of funds.

3.1 Responding to a Dispute

If an Initiating Party properly initiates a Dispute on the Site, the other Member (the "Opposing Party") has 7 Business Days following the Initiating Party's submission of the Dispute Notice Form to submit a response.

If the Opposing Party does not submit a response to the Site within 7 Business Days following the Initiating Party's submission of the Dispute Notice Form, Outsource.com will then notify the Opposing Party and request a response. If Opposing Party does not respond to Outsource.com within three Business Days of Outsource.com notification, then Client and Freelancer will be deemed to have agreed to the remedy sought in the Dispute Notice Form

3.2 Outsource.com Dispute Assistance

If Outsource.com receives a timely Dispute Notice Form and a Dispute Response, Outsource.com will provide notice to both parties ("Call Notice") to request that they mutually schedule a Dispute assistance call with and a Outsource.com 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.

3.3 If Parties Reach Agreement

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

3.4 If Parties are unable to Reach Agreement

By using the Site, you agree that each party to the Contract has the right to demand Arbitration of a job if the payment for Job has been funded. Any such Arbitration will be conducted by American Arbitration Association ("AAA").

Payment of the Arbitrator

Both parties agree to pay equal amounts of the arbitration. For the avoidance of doubt the parties will each pay 50% of the total arbitration costs.

4. Release and Delivery of Amounts

Outsource.com is authorized to and will release applicable portions of the Funding Account to Freelancer via the Site. Client authorizes Outsource.com via Tipalti to deliver the amount of any payment for the benefit of the other party, and authorize Outsource.com via Tipalti to deliver the amount of such payment to the other party and to deduct those amounts Outsource.com is entitled to withhold pursuant to these Instructions or other Terms of Service.

4.1 Dormant Accounts

If an Account has a balance but has had no activity for 60 consecutive days after the last payment due date contained in the contract, then the Account will be "Dormant". Outsource.com is then authorized to instruct Tipalti to release all final payments to the Freelancer.

5. Fees and Payments
5.1 Payment Fees

Outsource.com charges Clients a fee for the services provided to find, hire, manage, and pay freelancers. This fee is typically equal to 10% of the cost of the freelancer. In some cases, there may also be a fee charged to freelancers to withdraw funds. Disbursements are handled by Tipalti, which assesses any additional fees that are required to receive payments from Outsource.com. If Freelancer elects disbursement in a foreign currency, Tipalti adds a conversion fee to the spot rate quoted by its foreign exchange vendor.

5.2 Identity and Account Security.

Outsource.com, as well as third-party services that are contracted by Outsource.com, reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize Outsource.com, 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. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's Outsource.com account password. User agrees not to disclose this password to anyone, and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Outsource.com Platform. You must notify Outsource.com Support immediately if you suspect that your password has been lost or stolen. By using your Outsource.com User account, you acknowledge and agree the Outsource.com's account security procedures are commercially reasonable.

5.3 Disbursements to Freelancers

Outsource.com will automatically disburse funds to Freelancers according to the payment instructions on file with Outsource.com no more than one month after funds become payable (or within six months, for amounts less than $100). Funds become payable to Freelancers working on Hourly Contracts following the expiration of the dispute period and the security period associated with each work week. Funds become payable to Freelancers working on Fixed Price Contracts after Clients accept work submitted by a Freelancer. Clients retain the ability to change the terms of a Fixed Price Contract, including the amount of money owed on a Fixed Price Contract, until they accept the work.

5.4 Disintermediation.

Client shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Outsource.com Platform. Any action that encourages or solicits complete or partial payment outside of the Outsource.com Platform is a violation of this Agreement.

5.5 Non-payment.

If Client fails to pay amounts due under this Agreement, whether by cancelling Client's credit card, initiating an improper chargeback, or any other means, Client's Outsource.com account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Outsource.com for amounts due upon demand, plus any applicable processing fees, charges or penalties. In its discretion, Outsource.com may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

5.6 Hold on funds.

In cases of fraud, abuse or violation of this Agreement, all monies due to the Freelancer may be held and/or reclaimed, not just those from the Contract(s) under investigation.

For Hourly-Rate Contracts only, Clients may dispute hours during the dispute period following the close of a weekly invoice period. It is the Client's responsibility to review the Work Log of every Contract on a weekly basis and to file any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the Client and can no longer be disputed and can only be refunded by the Freelancer. Disputes can only address the hours billed, not the quality of the work performed or deliverables. Outsource.com will promptly investigate the Time Log to determine, in its sole discretion, whether an adjustment is appropriate. Outsource.com's determination shall be final.

6. Service Contract Terms Between Client and Freelancer
6.1 Client Payments and Billing.

Client shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts) or the approved project (under Fixed-Price Contracts) to Outsource.com, and Client will have no obligation of payment to Freelancer. Freelancer agrees that it will be paid solely by Outsource.com and Freelancer will not have any recourse against Client if Freelancer is not paid by Outsource.com. For Hourly-Rate Contracts, Client is billed for hourly Freelancer Fees on a weekly basis. For payments under Fixed-Price Contracts, Client is billed immediately.

6.2 Termination of a Service Contract.

Under Hourly-Rate Contracts, either party may terminate the Service Contract at any time for any or no reason. However, the Client remains obligated to pay for any time the Freelancer worked prior to termination.

For Fixed-Price Contracts, the Client may terminate at any time but may not recover any payments already made. The Freelancer may terminate a Fixed-Price Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Freelancer may terminate only with the Client's consent or after the payment has been refunded.

6.3 Work Product

Proprietary Rights in Work Product shall be owned by Freelancer until payment has been made by Client, at which time Freelancer will be deemed to have assigned all Proprietary Rights in the Work Product to Client. For Hourly-Rate Contracts, Client must pay for all hours. For Fixed-Price Contracts, Client has complete and sole discretion whether and how much to pay; however, if Client does not pay in full, Freelancer may terminate the Service Contract by refunding any partial payment, and Freelancer will retain Proprietary Rights in Work Product. To the extent that under applicable law, Proprietary Rights cannot be assigned, Freelancer hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also Freelancer), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Freelancer hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Client will be able to acquire, perfect and use such Proprietary Rights, Freelancer will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Client, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it; (ii) sign any documents at Client's request to assist Client in the documentation, perfection and enforcement of its rights; and (iii) provide Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries. In the case that under applicable law, Freelancer retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Freelancer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Freelancer cannot waive such rights, Freelancer agrees not to exercise such rights, until Freelancer has provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting its rights. Freelancer's obligations under this Section 6.3 will continue even after Freelancer deregisters from or ceases use of the Outsource.com Platform. Freelancer appoints Client as Freelancer's attorney-in-fact to execute documents on Freelancer's behalf for the purposes set forth in this Section 6.3.

6.4 Pre-existing Intellectual Property in Work Product.

Freelancer shall ensure that no Work Product created or delivered by Freelancer includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Freelancer or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively "Pre-existing IP") without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work Product. Freelancer acknowledges that, without limiting any other remedies, Freelancer shall not be entitled to payment for, and shall refund to Client any payments previously made by Client to Freelancer for, any Services performed on a Service Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 3.7.

6.5 Worker classification.

Client assumes all liability for proper classification of Freelancers as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Client and Freelancer. Freelancer does not have authority to enter into written or oral - whether implied or express - contracts on behalf of Client. Freelancer acknowledges that Outsource.com does not, in any way, supervise, direct, or control Freelancer's work or Services performed in any manner. Outsource.com does not set Freelancer's work hours and location of work, nor is Outsource.com involved in determining if the compensation will be set at an hourly or fixed rate or in setting the particular rate for a service contract. Outsource.com will not provide Freelancer with training or any equipment, labor or materials needed for a particular Contract. Outsource.com will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Freelancer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Freelancer's performance of Services. For Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Freelancer. A Freelancer classified as independent contractor is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client. For Contracts classified as employer-employee relationships, Client will manage the Service Contract through the payrolling program made available on the Outsource.com Platform by a third-party payroll provider, where the Freelancer becomes an hourly employee of such third-party payroll provider and Freelancer and Client enter into appropriate additional agreements. Client and Freelancer agree to indemnify, hold harmless and defend Outsource.com from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Freelancer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Freelancer was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Outsource.com was an employer or joint employer of Freelancer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

6.6 Audit Rights

Client and Freelancer each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Outsource.com upon request. Outsource.com, or Outsource.com's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Freelancer's operations and records to confirm compliance. Nothing in this provision should be construed as providing Outsource.com with the right or obligation to supervise or monitor the actual Services performed by Freelancer.

6.7 Third Party Beneficiary

Outsource.com is hereby named as a third party beneficiary of each Service Contract.

6.8 Entire Agreement.

The terms and conditions set forth in this section and any additional or different terms expressly agreed by Client and Freelancer shall constitute the entire agreement and understanding of Client and Freelancer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

7. Outsource.com as an Entity
7.1 Outsource.com's Compensation.

All Outsource.com Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

7.2 Outsource.com as a Limited Agent

From time to time, a User may ask Outsource.com to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable a User to withdraw payments from User's foreign bank account). User hereby appoints Outsource.com as its agent for the limited purpose of executing documents that confirm User's activities on the Outsource.com Platform. Outsource.com will act on User's behalf and in a clerical capacity, without in any way restricting Outsource.com's rights or expanding Outsource.com's obligations under this Agreement or any Service Contract. Each User appoints Outsource.com as its agent to execute an Act of Acceptance or equivalent instrument on the User's behalf documenting payments made or to be made to Freelancers or to Outsource.com, if another User so requests.

8. Payment Methods and Invoices
8.1 Formal Invoices and Taxes.

Outsource.com shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Freelancer Fees. Instead, Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer shall also be solely responsible for: (a) determining whether Freelancer or Outsource.com is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Outsource.com, as appropriate; and (b) determining whether Outsource.com is required by applicable law to withhold any amount of the Freelancer Fees, notifying Outsource.com of any such requirement and indemnifying Outsource.com (either by permitting Outsource.com to offset the relevant amount against a future payment of Freelancer Fees or by refunding to Outsource.com the relevant amount, at Outsource.com's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Outsource.com shall have the right, but not the obligation, to audit and monitor Freelancer's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of Outsource.com, Freelancer agrees to promptly cooperate with Outsource.com and provide copies of Freelancer's tax returns, and other documents as may be reasonably requested for purposes of such audit.

8.2 Payment Methods.

Client hereby authorizes Outsource.com and its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by Outsource.com or mutually agreed to between Client and Outsource.com). Outsource.com and its Affiliates may, in their sole discretion, deviate from its typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.

9. Confidential Information
9.1 Confidentiality.

To the extent a Client or Freelancer provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Outsource.com, to any Client or Freelancer engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through Outsource.com Platform for use by Freelancer).

9.2 Return.

If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Client's or Freelancer's written request (which may be made at any time at Client's or Freelancer's sole discretion), Client or Freelancer (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.