Terms of Service

Terms of Service

Effective Date: June 15, 2015

The following Terms of Use (the "Agreement") is an agreement between you ("You", "Your(s)" or "User") and goLance Inc. ("goLance", "We", "Our" or "Us") with respect to your Use of the goLance website (www.golance.com) and any other websites, mobile applications, products, or services offered by goLance, its affiliates, assigns, predecessors, or successors in interest (collectively the "Website"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use the Website, all services, applications and tools that are accessible through the Website and all goLance mobile applications that link to or reference this Agreement. You hereby acknowledge that by utilizing the Website or accepting any products or services from goLance, you will abide by the terms and conditions of this Agreement. To the extent permitted by applicable law, goLance may amend this Agreement without prior notice to you at any time by posting a revised version on the Website. Any revisions to this Agreement will take effect when posted on the Website unless otherwise stated. Your continued use of the Website or the Website after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and Website usage polices linked from https://www.golance.com/terms-of-service or elsewhere on the Website, as such agreements and policies may be modified by goLance from time to time in our sole discretion (collectively, the "Terms of Service"). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).

YOU UNDERSTAND THAT BY USING THE Website, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE Website OR THE Website. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU"AND "YOUR"WILL REFER AND APPLY TO THAT ENTITY.

1. Digital signature

By registering for a goLance account on the Website (an "Account"), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.

2. Consent to use electronic records

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Website, 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

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

2. 2. Keeping Your Email Address Current With Us

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

2. 3. Hardware and Software You Will Need to Use the Website for Your Business

To access and retain the records and notices we provide to you electronically, you will need:
(a) a valid email address;
(b) a computer system that operates on a platform like Windows or Mac;
(c) a connection to the Internet;
(d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Website (GoLancers utilizing other browsers may experience compatibility difficulties);
(e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher;
(f) a computer or device and an operating system capable of supporting all of the above; and
(g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version", we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

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

3. Golance accounts

3. 1. Account Eligibility

To use the Website, you must register for an Account. goLance offers the Website for your business purposes, and not for personal, household, or consumer use. Unless you use the Website solely as a team member and who is an employee of a registered agency, 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). 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. When you register for an Account, you also must agree to the terms of this Agreement. By registering for an Account, you agree to:
(a) abide by this Agreement and the processes, procedures, and guidelines described on the Website;
(b) be financially responsible for your use of the Website and the purchase and/or delivery of Contractor Services; and
(c) perform your obligations as specified by any Engagement that you accept, unless such obligations are prohibited by applicable law or this Agreement. goLance reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Website upon discovery that any information you provided on any form or posted on the Website is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason at all, in goLance's sole discretion.

You hereby represent and warrant that you are not:
(x) a citizen or resident of a geographic area in which access or use of the Website 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 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.

3. 2. Account Registration

You agree to provide true, accurate, and complete information on all registration and other forms you access on the Website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location, your business, or the services your business provides. Solely for purposes of the foregoing sentence, "you"means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.

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. You authorize goLance, 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 us information about you and your business when requested is a violation of this Agreement, and may result in you no longer being allowed to access the Website.

3. 4. Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. Youa re entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize goLance to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account. We recommend that you use a unique password to access the Website, and do not use that password as a password associated with any other online service.

3. 5. Marketplace Feedback

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

4. Purpose of the website

The Website is a marketplace where You can sell Your services or purchase the services of other individuals or businesses who are also user of the Website (individually "goLancer(s)" or "User(s)"). You will be required to negotiate and agree up on the terms for the services You provide or purchase on the Website (the "Engagement Services"). Upon reaching an agreement for the Engagement Services with a goLancer (an "Engagement(s)"), You will be required to perform the terms and conditions that You have agreed upon. When You and a goLancer enter an Engagement, You will utilize the Website to communicate and pay online. A goLancer purchasing services from another goLancer is referred to in this Agreement as a "Client." A goLancer providing services to another goLancer is referred to in this Agreement as a "Contractor."

5. Fixed and variable fee engagements

A Client will be required to pay a Contractor for the Engagement Services that a Contractor provides to Client pursuant to an Engagement ("Contractor’s Fee(s)"). A Client may pay a Contractor based upon a Fixed Fee for the scope of work defined and agreed upon with the Contractor ("Fixed Fee Engagement"). A Client may also pay a Contractor on an hourly fee basis, may make bonus payments to a Contractor, or reimburse a Contractor for expenses incurred ("Variable Fee Engagement").

5. 1. Engagement

You acknowledge that an Engagement may be comprised of:
(a) Fixed Fee Instructions, as defined herein;
(b) Variable Fee Instructions, as defined herein;
(c) the general terms and conditions of Engagement awarded and accepted on the Website to the extent that the terms do not and do not purport to expand goLance's obligations or restrict goLance's rights under this Agreement; and
(d) any other terms or conditions accepted by both the Client and the Contractor, to the extent that the provisions do not and do not purport to expand goLance's obligations or restrict goLance's rights under this Agreement. You acknowledge and agree that the formation of an Engagement will not, under any circumstances, create an employment relationship between You and goLance, or You and the goLancer with whom You enter into an Engagement.

5. 2. Payment Agreements and Instructions

Fixed Fee Engagements: If a Client and a Contractor enter into a Fixed Fee Engagement, then the Client and Contractor agree that they will be bound by the instructions agreed upon as part of the Engagement ("Fixed Fee Instructions").

Variable Fee Engagements: If a Client and a Contractor choose hourly compensation, and/or if the Client makes bonus or expense reimbursement payments to the Contractor, then the Client and Contractor agree that they will be bound by the instructions agreed upon as part of the Engagement ("Variable Fee Instructions").

Fixed Fee Instructions and Variable Fee Instructions are collectively referred to as "Instructions."

6. Payment terms

6. 1. Service Fee

When funds related to an Engagement are otherwise released to a Contractor as required by the applicable Instructions, goLance will credit the Contractor’s account and then deduct and disburse to goLance Ten Percent (10%) of the Contractor’s Fee (whether a Fixed or Variable Fee Engagement) in consideration of goLance’s creation, hosting, and maintenance of the Website for Contractor’s use (the "Service Fee"). If Contractor elects disbursement in a currency other than U.S. Dollars, goLance will add goLance's conversion fee of One and a Half Percent (1. 5%) to the spot rate quoted by its foreign exchange vendor and credit that amount to goLance.

6. 2. Disbursements to Contractors

For Variable Fee Engagements, the Contractor’s Fee becomes payable to Contractors following the expiration of the Dispute Period and the Security Period, unless paid sooner by the Client. For Fixed Fee Engagements, the Contractor’s Fees become payable to Contractors following the expiration of the Security Period. The security period begins after Client accepts work submitted by Contractor by clicking the "Make a Payment" button.

Notwithstanding any other provision in this Agreement or the Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Website or this Agreement, GOLANCE may withhold the disbursement of the Contractor’s Fees. Additionally, GOLANCE may also withhold the disbursement of the Contractor’s Fees if:
(a) we require additional information, such as Contractor's tax information, government-issued identification, address, or date of birth;
(b) we have reason to believe the Contractor’s Fees may be subject to dispute or chargeback;
(c) we suspect fraud;
(d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under an Engagement, this Agreement, or other Terms of Service;
(e) we deem it necessary in connection with any investigation; or (f) we are required to do so by applicable law.

In cases of fraud, abuse, or violation of this Agreement, goLance reserves the right to revoke any payments and instruct goLance to, and you hereby acknowledge that goLance will have the right to, withhold and/or reclaim from goLance all Contractor’s Fees due to Contractor (not just the Contractor’s Fees from the Engagement(s) under investigation). In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the credit card company, bank, PayPal or other payment method as used by you, or as used by your Client if you are a Contractor. You agree that we have the right to obtain such reimbursement by instructing goLance to (and goLance will have the right to) charge an applicable account, and any other accounts you hold with us, offsetting any amounts determined to be owing to us, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable account.

6. 3. Non-payment

If Client fails to pay the Contractor’s Fee or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, goLance may suspend or close Client's Account and revoke Client's access to the Website, including Client's ability to use the Website to process any additional payments or obtain any additional Contractor Services. Without limiting other available remedies, Client must pay goLance upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1. 5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, goLance, at its discretion, may set off amounts due against other amounts received from or held by goLance for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation and/or prosecution.

6. 4. No Return of Funds/No Refunds

Client acknowledges and agrees that goLance will charge Client's designated Payment Method for the Contractor’s Fees:
(a) for Fixed Fee Engagements, upon Client's acceptance of the Contractor Services, and
(b) for Hourly Rate Contacts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Website provided by goLance, Client agrees that once goLance charges Client's designated Payment Method for the Contractor’s Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that Section 8. 3 of this Agreement provides 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 Contractor’s Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that goLance or GOLANCE may dispute or appeal the chargeback and institute collection action against Client.

6. 5. Formal Invoices and Taxes

goLance 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 Contractor’s Fees. Contractor will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Contractor’s Fees and for issuing any invoices so required. Contractor will also be solely responsible for determining:
(a) whether Contractor or goLance 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 Contractor’s Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or goLance, as appropriate; and
(b) whether goLance is required by applicable law to withhold any amount of the Contractor’s Fees and for notifying goLance of any such requirement and indemnifying goLance (either by goLance, at our sole discretion, offsetting the relevant amount against a future payment of Contractor’s Fees to Contractor or Contractor reimbursing goLance for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of goLance, You hereby agree to promptly cooperate with goLance and provide copies of Your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing You are engaged in an independent business as represented to goLance.

6. 6. Payment Methods

In order to use certain Website, Client must provide account information for at least one valid Payment Method. The Website makes the following methods of payment available: credit cards, debit cards, and PayPal.

Client hereby authorizes goLance, its Affiliates, and goLance to run credit card authorizations on all credit cards provided by Client, to store credit card and banking details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by goLance or mutually agreed to between Client and goLance). Credit cards and PayPal accounts in most countries will be charged by goLance. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by goLance Limited, an Ireland registered company which is an Affiliate of goLance, goLance Limited may, in their sole discretion, deviate from its typical billing cycle for Variable Fee Engagements and charge Client for any and all Time Logs at any time.

When a Client authorizes the payment of the a Contractor’s Fee for a Fixed Fee Engagement on the Website, Client automatically and irrevocably authorizes and instructs goLance Limited to charge Client's Payment Method for the Contractor’s Fees. When Client approves or is deemed to have approved a Time Log for a Variable Fee Engagement, Client automatically and irrevocably authorizes and instructs goLance to charge Client's Payment Method for the Contractor’s Fees. goLance may, in its sole discretion, deviate from the typical billing cycle for Variable Fee Engagements and charge Client for any and all Time Logs at any time.

By providing Payment Method information through the Website, Client represents, warrants, and covenants that:
(a) Client is legally authorized to provide such information to us;
(b) Client is legally authorized to perform payments using the Payment Method(s); and
(c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Website, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means.

We reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement, if we discover erroneous or duplicate transactions, or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the credit card company, bank, PayPal or other payment method as used by you, or as used by your Client if you are a Contractor. You agree that we have the right to obtain such reimbursement by instructing goLance charge an applicable account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable account.

6. 7. US Dollars and Foreign Currency Conversion

The Website and the Contractor’s Fees are calculated and determined in US Dollars. If Client's Payment Method is denominated in a currency other than US Dollars and requires currency conversion to make payments in US Dollars, the Website may display foreign currency conversion rates goLance or other Affiliates currently make available to convert supported foreign currencies to US Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Website. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to US Dollars at the foreign currency conversion rate displayed on the Website. A list of supported foreign currencies is available on the Website. If foreign currency conversion is required to make a payment in US Dollars and either goLance or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Website, goLance an Affiliate will charge Client's Payment Method in US Dollars and Client's Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client's Payment Method provider. Client's Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved, which is outside of goLance’s control. Client's authorization of a payment using a foreign currency conversion rate displayed on the Website is at Client's sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from accounts.

6. 8. Limited Payment Protection

In the rare event that a Client does not make payment for legitimate services performed by a Contractor, goLance will provide limited payment protection to the Contractor ("Payment Protection") as a membership benefit to foster fairness, reward loyalty, and encourage the Contractor to continue to use the Website for their business needs.

goLance only provides Payment Protection to Contractors working pursuant to Variable Fee Engagements and only if all of the following criteria are met:
(a) Client has a verified Payment Method,
(b) the time represented is captured online using the goLance Team Software,
(c) the Contractor Services performed and recorded in the Time Log pertain directly to the Engagement, and
(d) each Time Log is annotated with detailed descriptions of the Contractor Services performed, demonstrating Engagement compliance. goLance determines whether the foregoing criteria have been met at our sole discretion. Without limiting the foregoing, Payment Protection does not apply to:
(a) a Contractor or Client’s violation of this Agreement,
(b) if an Engagement violates this Agreement,
(c) Contractors that are aware of or complicit in another goLancer’s violation of this Agreement, or
(z) suspected (in goLance's sole discretion) or actual fraudulent activities or abuse of this Payment Protection.

7. Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation goLance receives for making the Website available to you is collected as a deduction of the Service Fee. goLance only deducts this Service Fee when a Contractor receives payment through the Website. You must use the Website as your exclusive method to request, make, and receive all payments for work directly or indirectly with a goLancer or arising out of your relationship with a goLancer ("goLance Relationship"). For a period of twenty four (24) months following your first introduction to a goLander, you will refrain from paying or accepting payment from that goLancer through any method not approved or provided by goLance (the "Non-Circumvention Period"). You may opt-out of this obligation only if You or the goLancer with whom you are introduced pays to goLance an "Opt-Out Fee"computed to be the greater of the following amounts:

a. Twenty Five Hundred Dollars ($2,500. 00); or
b. Fifteen Percent (15%) of the cost to the Client of the services to be performed in the goLance Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
c. All Service Fees that would be earned by goLance from the goLance Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Contractor from Client during the most recent normalized 8-week period, or during such shorter period as data is available to goLance;
To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@golance.com.
You agree not to circumvent the Payment Methods offered by the Website. By way of illustration and not in limitation of the foregoing, you must not:

  • Submit proposals or solicit parties identified through the Website to contact, hire, work with, or pay outside the Website.
  • Accept proposals or solicit parties identified through the Website to contact, deliver services, invoice, or receive payment outside the Website.
  • Invoice or report on the Website or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Contractor.

You agree to notify goLance immediately if another person improperly contacts you or suggests making or receiving payments outside of the Website. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to goLance by sending an email message to: policy-reports@golance.com.

8. Engagement terms between client and contractor

Unless otherwise agreed to in a writing signed by both Client and Contractor, the terms and conditions of the Engagement that a Contractor enters directly with a Client when the Contractor agrees to provide Services to the Client are as set forth in this Section. Client and Contractor may not agree to any other terms and conditions that affect the rights or responsibilities of goLance, its Affiliates. goLance is not a party to any Engagement between goLancers, except as an intended third-party beneficiary as described further below.

8. 1. Services

Contractor will perform the Contractor Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Contractor Services will be determined and controlled by Contractor.

8. 2. Client Payments and Billing

For Variable Fee Engagements, Client is billed for Contractor’s Fees on a weekly basis. For Fixed Fee Engagements, Client is billed immediately upon accepting an offer.

8. 3. Dispute Resolution

With respect to each Engagement, you agree to abide by the Dispute Resolution Procedures as promulgated by goLance.

8. 4. Termination of an Engagement

Under Variable Fee Engagements: Either Client or Contractor has the right to terminate the Engagement after providing any required notice, or immediately without notice on or after the end date specified in the Engagement terms and/or upon completion of the Contractor Services. In the event of a material breach of the Engagement, the non-breaching party may terminate the Engagement immediately without notice. Client and Contractor may mutual agree to terminate an Engagement at any time. Except as required by law, Client remains obligated to pay the Contractor’s Fees for any Contractor Services provided prior to termination of the Hourly Rate Contract.

Under Fixed Fee Engagements: Once a Client's Payment Method has been charged to fund the the Engagement, absent a full refund to Client by Contractor, the Engagement does not terminate until the Contractor Services are completed. However, Client and Contractor may mutually agree to terminate a Fixed Fee Engagement at any time. Furthermore, in the event of a material breach of the Fixed Fee Engagement, the non-breaching party may immediately terminate the Fixed Fee Engagement without notice. If a Fixed Fee Engagement is terminated, Client does not have the right to recover any payments already released to Contractor for the Engagement.

8. 5. Intellectual Property Rights

Certain Defined Terms

The following capitalized terms have the following meanings for this Section and throughout this Agreement:

"Background Technology" means all Inventions developed by Contractor other than in the course of providing Contractor Services to Client under the Engagement, and all Inventions that Contractor incorporates into Work Product.

"Client Materials"means requests, intellectual property, and any other information or materials that Client provides to Contractor in connection with an Engagement.

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

Background Technology

Contractor will disclose in the Engagement any Background Technology which Contractor proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Contractor discloses no Background Technology, Contractor warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Contractor will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified,
(a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Contractor, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Contractor agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities in Client’s intellectual property to a third-party, including without limitation, any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

License to Background Technology

Upon Contractor's receipt of payment from Client, Contractor hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product. Contractor hereby represents and warrants that Contractor has the right and legal ability to grant the license described in this paragraph.

Client Materials

Client grants Contractor a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Contractor Services under the applicable Engagement. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Engagement, or upon Client's written request, Contractor will immediately return all Client Materials to Client and further agrees to destroy all copies (whether physical or electronic) of Client Materials and Deliverables (except for Background Technology as permitted by the Engagement) contained in or on Contractor's premises, systems, or any other equipment or location otherwise under Contractor's control, and to ensure that all copies given to third parties in connection with the provision of the Contractor Services have been destroyed. Within ten days of such request from Client, Contractor agrees to provide written certification to Client that Contractor has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Ownership of Work Product and Intellectual Property

Upon Contractor's receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Contractor has any Intellectual Property Rights to the Work Product that are not owned by Client upon Contractor's receipt of payment from Client, Contractor hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Contractor retains no rights to use, and will not challenge the validity of Client's ownership in, such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. Client and Contractor hereby agree that the Work Product shall be considered a "work for hire" as that term is used in Title 17, Section 101 of the United States Code.

License to or Waiver of Other Rights

If Contractor has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Contractor, Contractor hereby automatically, upon Contractor's receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Contractor, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Contractor has any rights to such Work Product that cannot be assigned or licensed, Contractor hereby automatically, upon Contractor's receipt of payment from

Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights.

Assistance

Contractor will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Engagement, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries Client so desires. In the event Client is unable, after reasonable effort, to secure Contractor's signature on any document needed in connection with the foregoing, Contractor hereby designates and appoints Client (and Client’s authorized officers and agents) as Contractor’s agent and attorney-in-fact to act on Contractor’s behalf to further the purposes of this Section, with the same legal force and effect as if such documents had been executed by Contractor.

8. 6. Worker Classification

Client assumes all liability for classifying Contractors as independent contractors or employees and engaging them in accordance with all laws and regulations; goLance disclaims any liability for such determination or the related Engagement. This Agreement does not create a partnership or agency relationship between Client and Contractor (other than to the limited extent described in Section 8. 5). Contractor does not have any authority to enter into any contracts on behalf of goLance or Client, or otherwise bind or obligate either goLance or Client in any way, shape, or form. A Client may not require an exclusive relationship between Client and Contractor. A Contractor classified as an independent contractor is to be free at all times to provide Contractor Services to persons or businesses other than Client, including any competitor of Client.

9. Records

Client and Contractor will each (1) create and maintain records to document the satisfaction of their respective obligations under this Agreement and any Engagement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to goLance upon request. Nothing in this subsection will be construed as requiring goLance to supervise or monitor a User's compliance with this Agreement or an Engagement, and goLance expressly disclaims and disavows any and all such supervision and/or monitoring duties.

10. Relationship with golance

goLance is not a party to any dealings between Client and Contractor, including posts, proposals, screening selection, contracting, and performance of Contractor Services. goLance does not introduce Contractors to Clients or help Contractors find Engagements. goLance merely makes the Website available to enable Contractors to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Contractors for themselves. goLance does not, in any way, supervise, direct, or control Contractor or Contractor's work. goLance does not set Contractor's work hours, work schedules, or location of work, nor is goLance involved in determining if the Contractor’s Fees will be set at an hourly or fixed rate for an Engagement. goLance will not provide Contractor with training or any equipment, labor, or materials needed for a particular Engagement. goLance does not provide the premises at which the Contractor will perform work. goLance makes no representations about, and does not guarantee the quality, safety, or legality of, the Contractor Services; the truth or accuracy of Contractor's listings on the Website; the qualifications, background, or identities of GoLancers; the ability of Contractors to deliver the Contractor Services; the ability of Clients to pay for the Contractor Services; or that a Client or Contractor can or will actually complete a transaction.

goLance does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Contractor. Client and Contractor are each 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 Contractor's performance, and Client's acceptance, of Contractor Services.

goLance is not required to and may not verify any feedback or information given to us by Contractors or Clients, nor does goLance perform background checks on Contractors or Clients.

You hereby acknowledge and agree that goLance may provide information on the Website about a Contractor or Client, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Contractor or Client voluntarily submits to goLance and does not constitute and will not be construed as an introduction, endorsement, or recommendation by goLance; goLance provides such information solely for the convenience of goLancers. goLancers should not rely on such information, and should make their own inquiry as to any information about a Client or Contractor the goLancer may desire to obtain.

11. Third-party beneficiary

Client and Contractor each expressly appoint goLance as an intended third-party beneficiary of each and every Engagement between them for purposes of enforcing any obligations owed to, and any benefits conferred on, goLance hereunder. For example, this Agreement prohibits certain terms in any Engagement and goLance is hereby made an intended third-party beneficiary of each and every Engagement for purposes of enforcing such prohibitions. Client and Contractor further agree that goLance has the right to take such actions with respect to their respective Accounts, including, without limitation, suspension, termination, or legal actions, as goLance, in our sole discretion, deems necessary to enforce goLance’s rights as a third-party beneficiary under the Engagements.

This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between GoLancers and goLance, except and solely to the extent expressly stated in this Agreement.

12. Licenses and third-party content

12. 1. Website License and Intellectual Property Rights

To facilitate and to improve Your use of the Website, goLance has developed and offers various software applications and tools which You may be required to use and/or download on to your personal computer before being permitted to utilize the Website (the “goLance Software”).

Subject to and conditioned upon compliance with this Agreement, goLance grants you a limited license to access and, if you have created an Account, to use the Website and the goLance for the sole purpose of using the Website. You must not access (or attempt to access) the Website or the goLance Software by any means other than the interface(s) intentionally provided by goLance and any authorized third parties, and you will not use information from the Website or goLance Software for any purposes other than the purposes for which it has been made available. You agree not to use the Website or goLance Software for offering any goods or services other than Contractor Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Website or the goLance Software in any way for any purpose without goLance's prior written consent. You cannot use any content of the Website on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame, link, embed, or otherwise incorporate the Website into any other website or service except as permitted in writing by goLance. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Website or goLance Software unless expressly permitted by applicable law. You will not access Website or goLance Software in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Website. goLance and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to Website or goLance Software.

The goLance logos and names are trademarks of goLance and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Website or goLance Software 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 goLance's or any third party's Intellectual Property Rights, whether by estoppel, implication, or otherwise.

Your failure to abide by the above license or any attempt to improperly manipulate the Website or goLance Software, or any of content contained in the Website or goLance Software, will result in the immediate termination of your goLance Account.

12. 2. User Content License

When you post any type or form of content on the Website or through the Website (“User Content”), you represent and warrant that you have the right, power, and authority to post such User Content, and grant goLance any and all of the licenses specified below. You further represent and warrant that by posting such User Content, you will not violate the legal or moral rights of any third-party 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 goLance may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on goLance. To the extent permitted by applicable law, you also grant to goLance 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 Website, including but not limited to the provision of the Website, and goLance's (and our successors' and Affiliates') business, including, without limitation, for promoting and redistributing part or all of the Website (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 Website and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Website and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and any applicable laws or regulations.

Notwithstanding the foregoing paragraph, goLance will only use or disclose User Content you post to any non-public area of the Website to the extent necessary to provide the Website to you and other GoLancers as further described in our Privacy Policy.

The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Website, except that you grant goLance and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, 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 Website, including without limitation about how to improve the Website ("User Comments"). By submitting any User Comments, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place goLance under any fiduciary or other legal obligation, (b) your User Comments do not contain the confidential or proprietary information of third parties, (c) we are free to use and implement the User Comments without any compensation to you, and (d) we may disclose the User Comments on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, goLance does not waive any rights to use similar or related User Comments known or developed by goLance or obtained from sources other than you.

12. 3. Unauthorized Access and Use; Website Interference; Malicious Software

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

Website or the Website software that may cause the Website and/or Website 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 Website or any other software, firmware, hardware, computer system, or network utilized by goLance or any of goLance’s vendors or affiliates.

12. 4. Third-Party Verification

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

12. 5. Links and Applications

The Website may contain links to third-party websites. The Website may also contain applications that allow you to access third-party websites via the Website and/or Website. Such third-party websites are owned and operated by third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls, will be governed by the terms and policies of the applicable third-parties providing such services. You acknowledge and agree that goLance is not responsible or liable for: (a) the availability or accuracy of third-party websites or services; or (b) the content, advertising, or products on or available from third-party websites or services. You are responsible for deciding for yourself if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Website does not imply that goLance endorses the linked Website or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Website is on an "as is"and "as available"basis without any warranty for any purpose.

12. 6. Mobile and Other Devices

When using any mobile applications goLance or its authorized third parties may provide, your carrier's normal rates and fees, such as text messaging and data charges, may still apply. Our mobile applications may not contain the same functionality available on the Website.

We may from time to time in our sole discretion develop and provide updates, revisions, and/or modifications to the Website, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree and acknowledge that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality; goLance retains full and complete discretion over the manner in which is provides the Website. It is your responsibility to install any web browser components and/or other software that may be necessary to use the Website and/or Website, and acknowledge and agree that the Website (or any portions thereof) may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. goLance reserves the right, at any time, to modify, suspend, or discontinue Website (or any part thereof) without notice. You agree goLance will not be liable to you or any third party for any modification, suspension, or discontinuance of Website or any part thereof.

13. Third-party vendors

You understand and hereby acknowledge that goLance utilizes various third party vendors (“Third Party Vendors”) whose services, software, or applications may be made available to You or which You might utilize through the Website (“Third Party Services”). To the extent You utilize, or accept the benefits of, the Third Party Services, You agree that You will be bound by the terms and conditions published by those Third Party Vendors. You further authorize the Third Party Vendors to collect, store, and utilize any information provided by You or collected by the Third Party Vendors through Your Use of the Website

14. Confidential information

14. 1. Confidentiality

To the extent a Client or Contractor provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's 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 will: (a) not disclose or permit others to disclose another's Confidential Information to anyone for any purpose without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except to the minimal extent necessary for the performance of Contractor’s Services for the relevant Engagement (including, without limitation, the storage or transmission of Confidential Information on or through the Website for use by Contractor); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Contractor Services for the relevant Engagement. Confidential Information must never be stored in a manner that makes it reasonably available to anyone other than Contractor and Client’s authorized agents and vendors. Contractor shall require and obtain written agreements from Contractor’s employees, agents, and vendors confirming that they will protect Confidential Information to the same extent as described herein (if not to a greater extent), and provide such written agreements to Client and/or goLance upon request.

14. 2. Return

If and when Confidential Information is no longer needed for the performance of the Contractor Services under a Services Contract, or at Client's or Contractor's written request (which may be made at any time at Client's or Contractor's sole discretion), the party that received the Confidential Information will, at the receiving party’s sole expense, promptly destroy or return the disclosing party's Confidential Information (and all copies thereof, whether in physical or digital form) contained in or on its premises, systems, or any other equipment otherwise under its control. The receiving party shall also cause all agents, employees, and vendors to whom the Confidential Information was provided to destroy or return all Confidential Information in a manner consistent with this Section. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.

14. 3. Publication

Without limiting the provisions of Section (Confidentiality), Client, Contractor, and goLance will not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Contractor Services for an Engagement or goLance’s provision of the Website.

15. Disclaimer

You expressly acknowledge, agree, and understand that: (a) the Website is merely a venue where GoLancers may act as Clients and/or Contractors; (b) goLance is not a party to any Engagements between Clients and Contractors; (c) you are not an employee or agent of goLance and that goLance does not, in any way, supervise, direct, or control the Contractor or Contractor Services; (d) goLance will not have any liability or obligations under or related to Engagements or any acts or omissions by you or other GoLancers; (e) goLance has no control over Contractors or the Contractor Services offered or rendered by them; and (f) goLance makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security, or legality of any Contractor Services, and goLance disclaims any and all liability relating thereto.

YOU AGREE NOT TO RELY ON THE WEBSITE, ANY INFORMATION ON THE Website OR THE CONTINUED AVAILABILITY OR EXISTENCE OF THE Website. THE Website AND THE Website ARE PROVIDED "AS IS"AND ON AN "AS AVAILABLE"BASIS. GOLANCE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE Website, THE Website, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOLANCE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST GOLANCE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

16. Limitation of liability

goLance shall not be liable, and you hereby agree not to hold goLance responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

a. Your use of or your inability to use the Website;
b. Delays or disruptions in the Website;
c. Viruses or other malicious software obtained by accessing, or linking to, our Website;
d. Glitches, bugs, errors, or inaccuracies of any kind in our Website;
e. Damage to your hardware from the use of the Website;
f. The content, actions, or inactions of third parties' use of the Website;
g. A suspension or other action taken with respect to your account;
h. Your reliance on the quality, accuracy, or reliability of Job postings, Contractor profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Website; and
i. 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 and/or the Website.

ADDITIONALLY, IN NO EVENT WILL GOLANCE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF GOLANCE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY GOLANCE WITH RESPECT TO ENGAGEMENTS ON WHICH THE USER WAS INVOLVED AS EITHER CLIENT OR CONTRACTOR DURING THE SIX-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, 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 OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

17. Release

In addition to acknowledging that goLance is not a direct party to any contract between Client and Contractor (but is an intended third party beneficiary of such contracts), you hereby release goLance, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees 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 User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Contractor Services provided to Client by a Contractor, and requests for refunds based upon disputes.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF 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.")

18. Indemnificaion

You will indemnify, defend, and hold harmless goLance, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Website by you or your agents, including any payment obligations incurred through use of the Website; (b) any Engagement entered into by you or your agents, including, but not limited to, the classification of a Contractor as an employee or independent contractor; the classification of goLance as an employer or joint employer of Contractor; any employment-related claims (for example, those relating to employment termination, employment discrimination, harassment, or retaliation); and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

19. Agreement term and termination

This Agreement will become effective immediately upon your first visit to the Website and will remain in effect for the duration of your use of the Website. Unless both you and goLance agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to legalnotices@golance.com. In the event you properly terminate this Agreement, your right to use the Website is immediately automatically revoked, and your Account will be closed; however, (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 Website; (ii) goLance will continue to perform those Website necessary to complete any open Engagement or related transaction between you and another User; 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 goLance for any Website and to any Contractors for any Contractor Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into an Engagement, or goLance 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. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting goLance's other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Website and refuse to provide any or all Website to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us and/or any User; or (c) we believe, in our sole discretion, that your actions may cause legal liability for our GoLancers, goLance or our Affiliates; may be contrary to the interests of the Website or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue or attempt to continue to use the Website under the same Account or a different Account or reregister under a new Account without goLance's prior written consent.

Without limiting goLance's other remedies, if you engage in actions or activities that circumvent the Website or otherwise reduce fees owed goLance or our Affiliates under this Agreement, you must pay goLance for all fees owed to goLance and our Affiliates and reimburse goLance for all losses and costs (including any and all time of goLance's employees) 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.

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 Website. If practicable, goLance will retain this information along with all your previous posts and proposals for a period of one year from the date of termination to give you ample time to institute an appeal of our decision through the process described in the subsection titled "Disputes with goLance."If you appeal our decision through that process within one year, goLance will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, goLance may delete your information including data, messages, files, and other material you keep on the Website.

19. 1. Enforcement of Agreement

goLance has the right, but not the obligation, to suspend or revoke your access to the Website if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting goLance's other remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Website or the Services to you if (a) you breach any terms and conditions of this Agreement or other terms and conditions promulgated by goLance and displayed on its Website; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for other goLancers or goLance. Once we suspend or close your Account, you may not access any parts of the Website, including data, messages, files, and other material saved on the Website and you may not continue to use the Website under a different Account or reregister under a new Account. If you attempt to use the Website under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You understand that any closure of your Account may involve deletion of any content stored in your Account for which goLance will have no liability whatsoever.

19. 2. Consequences of Agreement Termination

Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Contractor Services performed prior to the effective date of the termination or thereafter for any Engagements executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes goLance to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, goLance will pay Contractor, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination or thereafter for any Engagements executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we 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 Website depend on transparency of User's Account status to all goLancers, including both yourself and other goLancers who have entered into Engagements with you. You therefore agree as follows:

IF GOLANCE DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, GOLANCE HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER GOLANCERS THAT HAVE ENTERED INTO ENGAGEMENTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE GOLANCERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

19. 3. Survival

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

20. Cancellations, refund and disputes

20. 1. Dispute Resolution Process

You hereby agree to abide by the following Dispute Process that is explained in the Instructions that apply to your particular Engagement.

If a dispute arises between you and goLance or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, goLance, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement or the Website (each, a "Claim") in accordance with this Section 20 (and its sub-parts).

20. 2. Choice of Law and Forum for Disputes

This Agreement and any Claim, including without limitation any dispute relating to an Engagement, will be governed by and construed in accordance with the laws of the State of California, 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 Contractor located within the United States will be governed by the law of the state in which such Contractor resides.

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."

20. 3. Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, or otherwise seeking relief, you agree to first notify goLance of the Claim at goLance, Attn: info@golance.com (the "Notice") and seek informal resolution of the Claim pursuant to goLance’s Dispute Resolution Procedure. The Notice must include your name, your User name on the Website, a brief description of the Claim (including the amount you allege is due to you, and the reason why such amount is now due), and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. If you fail to participate in the Dispute Resolution Procedure, you hereby agree and acknowledge that you will waive any rights to pursue the Claim in any other forum.

20. 4. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver

This Mandatory Binding Arbitration provision ("Arbitration Provision") applies to all goLancers and to goLance. In the unlikely event that goLance is unable to resolve a Claim via the Dispute Resolution Procedure, you, goLance, and our Affiliates agree to resolve the Claim by binding arbitration before a single arbitrator before JAMS ADR Services. For more information about JAMS, including their contact information, visit their website 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 Section, this Arbitration Provision applies to any legal dispute arising out of or related to your relationship with goLance (including any claimed employment with goLance or one of its Affiliates or successors) or use of the Website, regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with goLance ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Section, you and goLance agree that any legal dispute or controversy covered by this Arbitration Provision, or arising out of, relating to, or concerning: (i) Your use of the Website; (ii) this Agreement; (iii) the work You perform or receive by utilizing the Website; and (iv) the validity, enforceability or breach of this Arbitration Provision, will be resolved by binding arbitration administered by JAMS. If for any reason JAMS refuses to serve as arbitrator of the dispute, and the parties to the dispute cannot mutually agree on another arbitration provider, then any party to the dispute may apply to a court of competent jurisdiction to have a substitute arbitrator appointed to arbitrate the dispute.

Except as otherwise provided herein, arbitration will be conducted in Orange County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the dispute is submitted to JAMS. Notwithstanding the foregoing, any Claims or disputes by Contractors that allege employment or worker classification claims will be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. JAMS arbitration rules are available on the JAMS website at www.jamsadr.com. The parties to the dispute agree that any party to the dispute will have the right to appear at the arbitration by telephone and/or video rather than in person, and will be able to present witnesses and other evidence by such means.

This Arbitration Provision applies, without limitation, to all disputes arising out of or related to your relationship with goLance or the termination of that relationship, including but not limited to any payments you claim due you from goLance, 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 as enacted in any state, 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 the Company 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, and all other federal or state legal claims arising out of or relating to your relationship with goLance or the termination of that relationship.

Each of the Parties shall equally split the fees of the arbitrator, unless the applicable JAMS rules with respect to arbitration fees provides differently. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Contractor 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 California law and may award only those remedies that would have available 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 the Company 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. Either you or goLance 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 and goLance 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 agreement to arbitrate. Such administrative claims include, without limitation, claims or charges 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.

Disputes 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 disputes 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 any portion of the Consolidation of Claims Prohibition, subsection C (below) of this Arbitration Provision is deemed to be unenforceable, you and goLance agree that all other provisions of this Arbitration Provision will be enforced to the fullest extent permitted by law.

C. Consolidation of Claims Prohibition.

THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND GOLANCE AGREE TO BRING ANY DISPUTE 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 DISPUTE 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"). THIS 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, DISPUTES 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 DISPUTE 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 AND GOLANCE 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, THE GOLANCE 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 DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.

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

You may opt out of the foregoing arbitration and class action/jury trial waiver provisions of this Agreement by notifying goLance in writing of your election to opt out within 30 days of the date you first create a User account on the Website. To opt out, you must send a written notification to goLance at Attn: Legal, that includes (a) your account username, (b) your legal name, (c) your mailing 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 the above arbitration and class action/jury trial waiver provisions.

21. Miscellaneous provisions

21. 1. Entire Agreement

This Agreement, together with the other Terms of Service and any other legal notices and agreements published by goLance on the Website, sets forth the entire agreement and understanding between you and goLance relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though goLance 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 goLance because of the authorship of any provision of this Agreement.

21. 2. Ancillary goLancer Agreements

Notwithstanding subsection 22. 1 (Entire Agreement), Clients and Contractors may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, Engagement of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand goLance's obligations or restrict goLance's rights under this Agreement.

21. 3. Legal Compliance

You hereby represent and warrant that you have not and will not violate any applicable foreign, federal, state, or local laws or third-party rights in utilizing the Website, or in fulfilling the role of a Client or Contractor.

21. 4. Modifications

No modification or amendment to this Agreement will be binding upon goLance unless in a written instrument signed by a duly authorized representative of goLance. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. However, goLance will be permitted to amend the terms and conditions of this Agreement and any other policies promulgated by goLance at any time. goLance will provide You with notice of such changes, and You will be provided an opportunity to terminate Your use of the Website.

21. 5. No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

21. 6. Assignability

You may not assign this Agreement, or any of its rights or obligations hereunder, without goLance's prior written consent in the form of a written instrument signed by a duly authorized representative of goLance (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). goLance may freely assign this Agreement without Your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

21. 7. Severability

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

21. 8. Force Majeure

Neither You nor goLance will 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.

21. 9. Prevailing Language and Location

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with any translated versions. The Website is controlled and operated from our facilities in the United States. goLance makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations such as 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 to any end user 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 Website if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Website; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.

21. 10. Communications from You to goLance

All notices to goLance or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means providing evidence of delivery, to the following address: Attn: Legal; or (c) in writing via email to legal@golance.com. All such notices are deemed effective upon documented receipt by goLance. goLance does not accept service of any legal process by email or mail; all such service should occur by hand delivery on goLance or its registered agent for service of process.

22. DEFINITIONS

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

"Client Deliverables"means requests, intellectual property, and any other information or materials that a Contractor receives from a Client for a particular Engagement.

"Confidential Information"means Client Deliverables, Contractor Deliverables, Work Product, and any other information provided to, or created by, a User for an Engagement, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:
(a) is generally known by third parties as a result of no act or omission of Contractor or Client;
(b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;
(c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or
(d) was independently developed by User without use of another person's Confidential Information.

"Contractor Deliverables"means requests, intellectual property, and any other information or materials that a Client receives from a Contractor for a particular Engagement.

"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.

"Job"means the services that a Contractor provides to a Client under an Engagement on the Website.

"goLance Team Software"means the online platform accessed using goLance's downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other goLancers.

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

"Time Logs"means the hours recorded for a stated period by a Contractor for the Contractor Services performed for a Client under an Engagement.

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

"User Content"means, in addition to any definition identified herein, any data, feedback, content, text, video, music, or other information that you post to any part of the Website.

23. Contacting us

If you have questions or need assistance, please contact Customer Support at https://golance.com/support/.