goLance is an online marketplace which enables companies and individuals looking to outsource various services (“ goClient(s)”), to search for, enter into, submit or receive payments, and manage such outsourcing arrangements with companies and individuals providing such services (“ goLancer(s)”). goClients and goLancers are singularly referred to herein as a “User” or collectively as “Users.”
Accounts and Profiles.
To become a User, You must apply and register for an account through the Website (“Account”). You agree to provide true, accurate and complete information as prompted by the registration form and to update this information to maintain its truthfulness, accuracy, and completeness. You represent and warrant to Us that any person or entity using the Website via Your Account is authorized and empowered to act on Your behalf. It is Your responsibility to keep Your contact information, including Your e-mail address, current so that We can communicate with You electronically. Any communications We send to You addressed to the contact information on file will be deemed to have effectively provided such communication to You.
When You register for an Account, You will be asked to choose a username and password for the Account. You are 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.
You authorize goLance, directly or through third parties, to make any inquiries We consider necessary to validate Your identity and/or authenticate Your identity and account information and, for business accounts, Your company or goClient. This may include asking You for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of Your e-mail address, wireless/cellular telephone number or financial instruments, and verifying Your information against third party databases or through other sources. This process is for internal verification purposes.
Closing Your Account.
As long as there are no pending transactions, You may close Your Account at any time by logging into Your Account, clicking here, and then following the instructions. You may not close your account to evade a payment obligation or investigation or otherwise avoid abiding by the terms of a Contract. If You attempt to close Your Account while We are conducting an investigation, We may hold Your funds for up to one hundred and eighty (180) days to protect Us or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties, and other liability. You will remain liable for all obligations related to Your Account even after the Account is closed.
We may cancel unconfirmed Accounts, or Accounts that have been inactive for more than two (2) consecutive months. Additionally, We reserve the right to refuse or terminate all or part of our Services to anyone for any reason or no reason whatsoever in Our sole discretion.
CONTRACTING FOR SERVICES.
goClient may post a Project offering payments based upon milestones met (“Milestone Contracts”) or an hourly fee (“ Hourly Fee Contracts”). In the case of a milestone fee, goClient shall be responsible for establishing the milestones warranting payment, and shall ensure that the milestones are sufficiently clear to goLancer that there is no dispute regarding whether such milestones have been met, and therefore whether payment is required under the Contract. The fees generated by a goLancer via a Milestone Contract or Hourly Fee Contract are referred to as the “ goLancer Fee(s).”
For Hourly Contracts, goLancer shall be required to utilize a time tracking application (the “goMeter”) which will track the time spent by goLancer on any given Project for a particular goClient. At the conclusion of every week, a timesheet will be automatically generated (“ Timesheet”), and based upon the hours logged by goLancer on the Timesheet, an invoice will be automatically generated every week and submitted to goClients for the work performed by goLancer.
We only provide the Website for Users to communicate and share information with each other, and Users understand and agree that the contract terms, pay rate, hours, service dates, and working conditions will be established by Users, and that goLance, unless otherwise stated herein, shall not dictate any of the terms or conditions associated with the Contract, nor shall goLance be party to the Contracts between Users.
Relationship of goClient and goLancer.
Unless otherwise agreed upon, neither goLancer nor any of goLancer’s affiliates, agents, and/or assigns, are agents, subcontractors, partners or joint ventures of goLance, nor do they have any authority to bind a goClient to any obligation, whether by contractor or other conduct. Unless otherwise agreed upon, a goLancer shall not represent to any person that goLancer is an officer, employee, agent, or otherwise has any authority to act on behalf of or bind a goClient.
No Guarantee of Performance.
goLance is not a party to the solicitation, negotiation, contracting, management, and fulfillment of any professional services or deliverables as agreed to be provided by and between a goClient and a goLancer. goLance does not control over and does not guarantee the quality or legality of any services or deliverables provided, advertised, the truth or accuracy of Project listings, the qualifications or abilities of goLancers, the ability of goClients to pay for such services, or any other similar User qualification. goLance is not responsible for and will not control the manner in which Users operate and is not involved in the selection, termination or working conditions of a User. All rights and obligations for a Project are solely between goClient and goLancer. goClients and goLancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Contracts and any other terms, conditions, representations, or warranties associated therewith.
If goLancer subcontracts with or employs third parties to perform services or provide deliverables on his, her or its behalf for any Project, goLancer represents and warrants that he, she or it does so as an entity or individual authorized to do so and in compliance with all Applicable Law. As used herein, the term “Subcontractor” refers to any employee, independent contractor or agent of a User that User engages to perform any work on his, her or its behalf in connection with a Project. Regardless of whether goLancer has Subcontractors, goLancer remains responsible for all services performed under the goLancer’s Contract. As used herein, “Applicable Law” shall mean all federal, state, or local statutes, laws, rules, regulations, policies and/or procedures, or any rules, regulations, policies, and/or procedures of any federal, state, or local department or agency having jurisdiction over the activities, conduct, actions, or representations made by goLance or Users, as amended from time to time.
If a goLancer retains the services of a Subcontractor, he/she/it must do so by and through the Website. User’s failure to conduct all dealings with Subcontractor through the Website shall be immediate grounds for termination of both the User and Subcontractor’s Account. You acknowledge and agree that Subcontractors are not employees, independent contractors or agents of goLance or a goLancer. Subcontractor and goLancer represent, warrant, and covenant, as applicable, that no Subcontractors will have any claim for employee benefits or any reason whatsoever against goLance or any User.
Subcontractors and Users acknowledge and agree that goLance does not in any way, supervise, direct, or control Subcontractors, set their fees, rates, work hours, work schedules, or location of work; goLance will not provide Subcontractors with training or any equipment, labor, or materials needed for a particular Project.
PAYMENT FOR CONTRACTS.
You further authorize goLance to verify that the Payment Method(s) identified by You are valid, by among other things, initiating charges for the sole purpose of verifying that the charges are properly authorized and funded (“Verification Charge”). The Verification Charge will be initiated with a random amount in Our sole and absolute discretion, and upon verification of successful completion of the transaction, We will refund the Payment Method charged in the amount of the Verification Charge. If goLance is unable to verify a Payment Method, User will not be permitted to utilize the Payment Method for the Services, for payment of Contracts, or for any other purpose of payment made available on or through the Website.
By providing Payment Method information through the Website, goClient represents, warrants, and covenants that: (A) goClient is legally authorized to provide such information to us; (B) goClient is legally authorized to perform payments using the Payment Method(s); and (C) such action does not violate the terms and conditions applicable to goClient's use of such Payment Method(s) or Applicable Law. When goClient authorizes a payment using a Payment Method via the Website, goClient 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 goClient's Payment Method(s), goClient is solely responsible for paying such amounts by other means.
The Website and the goLancer Fees are calculated and determined in U.S. Dollars.
Disbursement of goLancer Fees.
When a goClient authorizes the payment of the a goLancer’s Fee for a Milestone or Hourly Fee Contract on the Website, goClient automatically and irrevocably authorizes and instructs goLance to charge goClient's designated Payment Method for the goLancer Fees or otherwise credit goClient’s goWallet in the amount of the goLancer Fees.
For Hourly Fee Contracts, goLancer Fees are automatically invoiced to goClients every Monday (or once a week) based upon the Timesheets generated by goLancer (“Hourly Fee Invoice”). A goClient shall have five (5) days to review the Hourly Fee Invoice and to dispute any charges contained in the Hourly Fee Invoice (the “ goClient Review Period”). After the expiration of the goClient Review Period, and provided there is no dispute as to the payment of the Hourly Fee Invoice, goLance will issue payment to goLancer pursuant to the Payment Method designated by goClient, within five (5) days of the expiration of the Payday Advance Period (“ Security Period”).
For Milestone Contracts, goLancer Fees are invoiced to goClients upon a goClient’s verification that a particular milestone has been successfully reached by goLancer (“Milestone Invoice”). There shall be no goClient Review Period for Milestone Invoice. Milestone Invoice will be paid upon expiration of the Security Period.
goLance will provide You with online reporting of the goLancer Fees You have paid or received, and any Service Fees that have been paid for use of the Website (the “Transactions”). If Your Account is terminated, You will be provided with a summary of Transactions for the period twelve (12) months just prior to the termination of Your Account. Once the report is transmitted to You, goLance will have the discretion to delete all such reporting information, including all Transactions.
If a goClient wishes to issue payments to goLancers without the Security Period, goClient can seek authorization from goLance for waiver of the Security Period here and following the instructions (“ Payday Advance Authorization”). goLance has sole and absolute discretion to provide Payday Advance Authorization, change the criteria associated with that authorization, or otherwise reject or terminate Your Payday Advance Authorization.
Withholding of goLancer Fee.
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 goLancer Fees due to goLancer (not just the goLancer Fees from the Contract(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 Contract; 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 goClient if You are a goLancer. You agree that We have the right to obtain such reimbursement to (and goLance will have the right to) charge an Account or Payment Method, 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 Your Account.
If goClient fails to pay the goLancer’s Fee or any other amounts due under this Agreement, whether by cancelling goClient's credit or debit card, initiating an improper chargeback, or any other means, goLance may suspend or close goClient's Account and revoke goClient's access to the Website, including goClient's ability to use the Website to process any additional payments or obtain any additional goLancer services.
No Return of Funds/No Refunds.
goClient acknowledges and agrees that goLance will charge goClient's designated Payment Method for the goLancer Fees: (A) for Milestone Contracts, upon goClient's approval of milestones; and (B) for Hourly Fee Contacts, on the submission of the Timesheets. Therefore, and in consideration of the Website provided by goLance, goClient agrees that once goLance charges goClient's designated Payment Method for the goLancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by Applicable Law. goClient also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for goClient to resolve disputes. To the extent permitted by Applicable Law, goClient therefore agrees not to ask its credit card company, bank, or other payment method provider to charge back any goLancer 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 goClient initiates a chargeback in violation of this Agreement, goClient agrees that goLance or goLancer may dispute or appeal the chargeback and institute collection action against goClient.
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 goLancer Fees. goLancer will be solely responsible for determining whether it is required by Applicable Law to issue any formal invoices for the goLancer Fees and for issuing any invoices so required. goLancer will also be solely responsible for determining: (i) whether goLancer 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 goLancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or goLance, as appropriate; and (ii) whether goLance is required by Applicable Law to withhold any amount of the goLancer 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 goLancer Fees to goLancer or goLancer 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.
GOLANCE SERVICE FEES.
When funds related to a Contract are otherwise released to a goLancer as required by the Contract, goLance will debit the goLancer’s account, less the amount of ten percent (10%) of the total compensation released to goLancers (“Service Fee”), which shall be retained by goLance as a Service Fee for goLancer’s use of the Website. goLance reserves the right to decrease its Service Fee on a case by case basis for goLancer based upon criteria established in goLance’s sole and absolute discretion, such as high volume of Contracts entered into and performed by goLancer.
Funding Your goWallet.
You may only fund your goWallet with (i) funds transferred from a valid checking or savings account located in the United States that has been authorized by goLance (an “Authorized Account”); and (ii) payments received from other Users. You shall not be permitted to fund your goWallet with any other Payment Methods.
You agree to electronically authorize payment for Your goLance services account and You agree to receive electronic communications with respect to such payments. goLance may communicate with You with respect to such payments by (a) sending e-mail to the e-mail address already specified by You for Your goLance product and services account; or (b) posting notices or communications to Your goLance product and services interface. These electronic communications shall be considered to be in writing.
You may contact goLance at Your product and services interface to update Your contact information used for these electronic communications or to withdraw consent to receive electronic communications, but goLance reserves the right to terminate Your use of the services if You withdraw Your consent. Please note that goLance does not provide paper copies of electronic communications.
You will not receive interest or other earnings on the funds We handle even if such funds are subsequently placed in pooled accounts. In consideration for Your use of the Website and Services, You irrevocably assign to Us any ownership right You may have in any interest that may accrue on funds held in pooled accounts.
Not held separately.
We do not promise to hold Your funds separate from Our corporate funds. We are not a bank or other chartered depository institution. Funds held by Us or Our service providers in connection with the processing of transactions are not deposit obligations and are not insured for the benefit of the User by the Federal Deposit Insurance Corporation or any other governmental agency.
If You receive a payment, You are liable to goLance for the full amount of any such payment plus any fees if such payment is later invalidated for any reason (in addition to any other liability). If a goClient later disputes the payment or files a claim for a chargeback, the payment instrument issuer or the originating bank, not goLance, will determine whether the dispute is valid and to whom payment is due. You agree to allow Us to recover any amounts due by debiting Your goWallet, Your Authorized Account, or charging any Payment Methods that You have provided to us.
Your participation in the goReferral program may earn You an automatic debit to Your goWallet for referring goClients or goLancers to the Website (“ goReferral Fee”). goLance will provide You with a referral link (“Referral Link”) that You can transmit to any prospective User. You will only receive a goReferral Fee for referring a prospective User if the User successfully obtains an Account and utilizes the Referral Link. goLance reserves the right to amend or cancel its goReferral Program at any time. Whether You receive a goReferral Fee shall be based upon whether You refer a goClient or goLancer, and whether those Users enter into Contracts with other goClients and goLancers who have been previously referred by other Users as follows:
If You refer a goLancer (“ Referred goLancer”) to Us that enters into a Contract with a goClient who has not been referred by another User (“Unclaimed goClient”), You will receive a goReferral Fee in an amount equal to ten percent (10%) of the total amount paid by that Unclaimed goClient to the Referred goLancer for Projects completed on the Website.
If You refer a goClient (“ Referred goClient”) to Us that enters into a Contract with a goLancer who has not been referred by another User (“Unclaimed goLancer”), You will receive a goReferral Fee in an amount equal to ten percent (10%) of the total amount paid by that Referred goClient to the Unclaimed goLancer for Projects completed on the Website.
If You refer a goClient or a goLancer (“ Referred User”) to Us that enters into a Contract with a User who has been referred by another User (“Claimed User”), You will receive a goReferral Fee in an amount equal to five percent (5%) of the total amount paid by that Referred User to the Claimed User for Projects completed on the Website.
GOCASH BACK PROGRAM.
You may pay a goLancer with the funds in Your goWallet, or alternatively, if You utilize an automated clearing house electronic transfer or debit or credit card to submit payment directly to the goLancer, We will issue a cash back debit to Your goWallet based upon a percentage of the total payment made which will be placed into Your goWallet pursuant to the terms and conditions set forth in this section. For all payments successfully made to goLancers (and not refunded or returned) via: (i) an authorized electronic funds transfer, goLance will debit Your goWallet in the amount of five percent (5%) of the total payment made; or (ii) an authorized debit or credit card, goLance will debit Your goWallet in the amount of two percent (2%). goLance reserves the right to amend or cancel its cash back offer at any time.
You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Website and/or Services and that all or any portion(s) thereof may be unavailable to You for use either temporarily or permanently without notice. We reserve the right in Our sole discretion, without notice, to suspend Your access to parts of the Website or to change the content, presentation, performance, or functionality thereof. We reserve the right to monitor, edit, and remove any content available on the Website, but do not have any obligation to do so.
Grant of License.
Conditions of License.
goLance shall retain all right, title and interest, including all intellectual property and other proprietary rights, in and to the Website, or any parts or components thereof, including all derivative works thereof, but excluding any User IP embodied in the Website. In addition, User acknowledges that goLance owns or licenses various development tools, routines, subroutines and other programs, data and materials provided with or embedded within the Website that were developed or procured by goLance prior to, independent of, or not exclusively for User as part of, goLance’s performance of services hereunder (collectively, the “ Background Technology”). As between goLance and User, goLance retains all right, title and interest, including all intellectual property and other proprietary rights, in the Background Technology. User must retain all patent, copyright notices and other proprietary legends in or on the Website. User may not remove from the Website, or alter, any of the goLance trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Website.
Restrictions on License.
User shall not, directly or indirectly: (i) disassemble, decompile, or reverse engineer the Website or any improvement made thereto, or in any way attempt to discover or reproduce source code thereof; (ii) make the Website available to any third party on a time-sharing or service bureau basis, or otherwise attempt to resell to any third party the right to use the goLance Platform; (iii) create any derivative work of the Wesbite; or (iv) use the Website for any illegal or unauthorized purpose, or to violate any Applicable Laws, or any proprietary right of a third party. For the avoidance of doubt, the foregoing shall not in any way limit User’s ability to use or make available the User IP (as defined herein) in any manner or fashion whatsoever separate or apart from the Website, and any such use shall not be a derivative work, or accomplish the same direct or indirect result contemplated by the Website.
User is only authorized to utilize only those trademarks, marketing, and promotional materials related to the Website prepared or approved by goLance (hereinafter “Marketing Materials”). User shall make no representations regarding the Website other than those contained in the Marketing Materials, or in any other way act or represent that it is authorized to act in a manner which would bind goLance in any way whatsoever. User shall not use the name “goLance” or any derivation thereof in any of its marketing, advertising or any of its other publications without goLance’s prior written consent.
You may not use the Website in any manner that could damage, disable, overburden, or impair goLance, its servers, the Website, or otherwise interfere with any other party's use and enjoyment of any of the Website. You may not attempt to gain unauthorized access to any part of the Website, other Users or their Accounts, computer systems or networks connected to any goLance or any of its Users, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. In connection with using or accessing the Website You will not: (i) post, list or upload content or items in inappropriate categories or areas on Our sites; (ii) breach or circumvent any laws, third-party rights or Our systems, policies, or determinations of your account status; (iii) fail to abide by the terms of a Contract (iv) post false, inaccurate, misleading, deceptive, defamatory or libelous content; (v) take any action that may undermine Our feedback or ratings systems; (vi) distribute or post spam, unsolicited or bulk electronic communications, (vii) distribute viruses or any other technologies that may harm Website; (viii) use any robot or data gathering and extraction tools or other automated means to access the Website and/or Services; (ix) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights which do belong to Us or any third party; or (x) harvest or otherwise collect information about Users without their consent.
Third Party Applications.
goLance may permit You access to (through the Website) third-party products, applications, or services (“ Third-Party Applications”) which may be integrated into the Website or used in connection with the Website. Your use of the Third-Party Applications, and any exchange of data between You and the third-party, shall not be warranted or otherwise supported by goLance or the Website. You hereby authorize goLance to permit the Third-Party Applications access to Your User Content, as defined below. You acknowledge and agree that goLance shall have no responsibility or liability arising from the Third-Party Applications use or access to Your User Content, as defined below.
To the extent Website contains hyperlinks to other websites, We do not control the availability and content of those websites nor do We necessarily review or endorse materials available at or through such other websites. Viewing or using other websites is done at Your own risk and such websites or services may be governed by separate terms and conditions. You agree that We shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any such content or services available on or through any such website.
You are solely responsible for the information and content posted on the Website or provided in connection with the Services. When providing such information or content using the Website or Services (Your “ User Content”), You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to exercise all copyright and publicity rights with respect to the User Content and to use the same for Our advertising purposes. You represent and warrant that such User Content is accurate and that use of any such User Content by Us, or Users does not and will not infringe any intellectual property rights of any third party. We take no responsibility and assume no liability for any User Content provided by You or any User. Upon the termination of Your Account, any and all User Content shall remain with goLance. You acknowledge and agree, that as between You and goLance, goLance shall have ownership to, and all rights associated with, Your User Content.
Monitoring of Content.
For the benefit of other goLancers, goLance encourages You (and other Users) to leave objective balanced feedback about Users with whom You have transacted. You acknowledge and agree that feedback results for You will consist of comments and ratings left by other Users and that goLance will make available to other Users the feedback based on these individual ratings. goLance provides its feedback system as a means through which Users can share their opinions publicly and goLance does not monitor or censor these opinions, nor does goLance 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 Users 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 Users 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.
Confidential Information of goLance.
You acknowledge that, during the course of Your use of the Website, You may have access to certain confidential information in the form of know-how, trade secrets, or proprietary information (“ Confidential Information”) of goLance. Confidential Information may include, without limitation, customer lists, customer information, financial statements and information, marketing and sales data, sales manuals, case management policies and procedures, quality assurance policies and procedures, documentation of processes and software, designs, devices, compilations of information, operational techniques, operating manuals, symbols, service marks, logos, other intellectual property, vendor lists, marketing programs, plans, and strategies, research and development plans, contracts and licenses, licensing techniques and practices, models and strategies, computer software and other computer-related materials, copyrightable material, security controls, including computer system passwords, and other legally-protected information owned by or used by goLance which are confidential in nature and may include confidential or proprietary information received from third parties. In addition, Confidential Information also includes any information which is not generally known to the public or within the market or trade in which goLance competes, and the physical embodiments of such information in any tangible form, whether written or machine-readable in nature, or any information which is marked or designated as “Confidential.”
You acknowledge and agree that maintaining the confidentiality of the Confidential Information is integral to the ongoing operation and value of goLance. In view of the foregoing, You agree to maintain the confidentiality of all goLance’s Confidential Information and to not disclose, divulge, exploit, or use, in any manner whatsoever, goLance’s Confidential Information for Your own benefit or the benefit of another person, to the exclusion of goLance, or without goLance’s express authorization. You will additionally take all reasonable precautions to prevent the inadvertent or accidental exposure of goLance’s Confidential Information.
You further agree not to in any manner whatsoever, circumvent or attempt to directly or indirectly circumvent, goLance’s agreements with other Users, its customers, vendors, employees, contractors, or any other strategic business relationship maintained by goLance, for Your own benefit or for any other purpose, without obtaining goLance’s prior written consent.
You acknowledge that goLance has received and in the future will receive from third parties associated with goLance, e.g., Users, customers, suppliers, licensors, licensees, partners, or collaborators (“ Associated Third Parties”) their confidential or proprietary information (“ Associated Third Party Confidential Information”) subject to a duty on goLance’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. You agree and understand that You owe goLance and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any third party except as necessary in carrying out my work for goLance consistent with goLance’s agreement with such Associated Third Parties.
If future patent, trademark or copyright protection is obtained for goLance or any element incorporated into the Website, User shall cooperate with goLance in enforcing or policing such protection and by taking all reasonably appropriate measures including marking trade secrets and goLance’s Confidential Information as required and taking other reasonable measures as requested by goLance.
Confidential Information of Users.
You acknowledge that, during the course of Your Projects with other Users, You may have access to certain Confidential Information belonging to another User, who may disclose such Confidential Information to You in connection with the performance of a Contract and such Confidential Information will be disclosed to You in confidence (a “ Disclosing User”). You acknowledge and agree that maintaining the confidentiality of the Confidential Information is integral to the value of Disclosing User and is vital to his, her or its successful operations. In view of the foregoing, You agree to maintain the confidentiality of all Disclosing User’s Confidential Information and to not disclose, divulge, exploit, or use, in any manner whatsoever, Disclosing User’s Confidential Information for Your own benefit or the benefit of another person. You will additionally take all reasonable precautions to prevent the inadvertent or accidental exposure of Disclosing User’s Confidential Information. You agree that You will not at any time, use, directly or indirectly, any of Disclosing User’s Confidential Information for the benefit of You or any Person other than the Disclosing User without obtaining Disclosing User’s prior written consent. You further agree not to in any manner whatsoever, circumvent or attempt to directly or indirectly circumvent, Disclosing User’s agreements with its customers, vendors, employees, contractors, or any other strategic business relationship maintained by Disclosing User, for Your own benefit or for any other purpose, without obtaining Disclosing User’s prior written consent.
Work Product of Users.
You agree to assign and do hereby assign to goClient any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as “ Inventions”) which You alone or with others may conceive or make, and which are made wholly or partially with goClient’s assets or Confidential Information or are developed wholly or partially during or as a result of Your work under a Project. Such Inventions are and shall be the property of goClient and shall be deemed to be part of goClient’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. You shall not claim to own any Inventions relating to the business of goClient. Except as otherwise prohibited by law, and except for Inventions made prior to commencement of Your interactions with goClient, in addition to the above assignment of Inventions to goClient, without further consideration, You hereby fully and irrevocably assign, transfer, and convey to such goClient all patents, patent applications, copyrights, mask works, trade secrets, and other intellectual property rights in any Invention and any and all Moral Rights (as defined herein) which You may have in, to, or with respect to any Invention. “Moral Rights” shall mean any rights to claim authorship of an Invention, to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a Moral Right.
INTELLECTUAL PROPERTY RIGHTS.
The Website and Services are owned by Us or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws. All copyrightable text and graphics of all materials and the overall design of Website are Ours. The name “goLance” and other marks, logos, designs, and phrases that we use in connection with the Website and Services are Ours. They may not be used without the express written of Our prior permission.
You agree that You will not disassemble, decompile, reverse engineer or otherwise modify the material on Website. We may, in Our sole discretion, terminate the access of Users who infringe on Our copyright rights or the rights of other Users.
License to GoLance Application/Content/goLance Mobile Application/License to Third Party Software.
You are responsible for payment and reporting of any taxes related to any Project. We are not obligated in any way to determine the applicability of any taxes or to remit, collect or report any such applicable tax payments. You agree to indemnify and defend Us against any and all such taxes or contributions, including penalties and interest incurred by Us as a result of Your failure to file or pay taxes.
We are required to report to the IRS the total payment volume received by Users whose payments exceed Twenty Thousand Dollars ($20,000.00) and Two Hundred (200) payments in the same calendar year. We will track Your Account activity to determine whether You exceed these thresholds. You will be required to provide Your tax identification number for Your Account, if You do not already have one on file. If You exceed the thresholds mentioned above, We will send Form 1099-K to You and the IRS.
Issuance of W-9.
Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a complete IRS Form W-9 which shall be updated upon any change in the User’s tax status and/or change in the information required on the Form. Non-U.S. citizens or U.S. persons (as defined in IRS Form W-9) are required to provide a complete IRS Form W-8 which shall be updated upon any change in the User’s tax status and/or change in the information required on the Form.
Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their Account unless there is a validated IRS Form W-9 on file with Us. Other Users will not be able to withdraw funds from their Account unless there is a validated IRS Form W-8 on file with Us. Users agree that goLance shall provide the information on the User’s IRS Form W-9 or W-8 to any goClient that has paid goLancer in connection with a Project.
We have a comprehensive and thorough customer due diligence process and ongoing analysis and reporting to provide safe, compliant, and reputable services. This effort includes monitoring of and for suspicious transactions and mandatory reporting to domestic and international regulators. We are required to retain certain information and documentation pursuant to Applicable Law and We hereby expressly reserve the right to keep such information and documentation.
We reserve the right to refuse registration to, or to bar transactions from or to, or terminate any Account with, any User for any reason or for no reason whatsoever at any time. Without limiting the generality of the foregoing, this includes, but is not limited to, anyone from or in jurisdictions that do not meet Anti-Money Laundering and Counter-Terrorism Financing Act standards as set out by the Financial Action Task Force or anyone that fails to meet any customer due diligence standards, requests, or requirements of goLance.
USER REPRESENTATION AND WARRANTIES.
To the maximum extent permitted by law, You agree to defend indemnify and hold Us and Our respective partners, principals, employees, officers, directors, agents, affiliates, business associates, licensors, and insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses in connection with any claim arising out of or in connection with any content posted or transmitted by You that otherwise arise out of Your use of the Website or Services or any other User or third party who is given or gains access to Website or otherwise due to Your action or inaction.
TERMINATION OF ACCOUNT.
Termination With or Without Cause.
You agree that We may terminate Your Account and Your access to the Website and/or Services for any reason or for no reason whatsoever and at any time with or without notice to You.
Effect of Termination.
Upon the termination of Your Account:
We have the right to prohibit Your access to the Website and/or Services, including without limitation by deactivating Your username and password, and to refuse future access to the Website and/or Services by You.
All restrictive covenants and conditions set forth herein, including but not limited to, such restrictions regarding Confidential Information and non-solicitation, shall survive the termination of Your Account.
You shall have no right to obtain or receive Your content, and any and all content remaining on the Website after your Account is terminated and shall be relinquished to goLance.
In lieu of or in addition to the termination of Your Account, goLance shall have the right to immediately suspend Your Account and Access to the Website or Services. Any such suspension shall not relieve You from Your duties and obligations under this Agreement, including but not limited to the timely payment of Subscription Fees.
DISCLAIMER/LIMITATION OF LIABILITY.
You agree that You are making use of the Website and/or Services at Your own risk, and the same are being provided to You on an “AS IS” and “AS AVAILABLE” basis. To the extent permitted by Applicable Law, We exclude all express or implied warranties, terms and conditions, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
You agree that We will not have any liability due to Your inability to access Website, any portion thereof or any related data or information, and will not have any liability in connection with the loss or destruction of any such data or information.
Regardless of the previous paragraphs, if We are found to be liable, Our liability to You or to any third party is limited to the amount of fees in dispute not to exceed the total fees, which we received in connection with Your Account in the immediately-previous twelve (12)-month period prior to the action giving rise to the liability.
With respect to the releases above, You expressly waive and relinquish all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows: “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.” With respect to User’s waiver of Section 1542 of the California Civil Code, User acknowledges that it is aware they may hereafter discover claims, presently unknown or unsuspected, or facts different from those which it now believes to be true
ALTERNATIVE DISPUTE RESOLUTION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AGREE TO SUBMIT ALL DISPUTES WITH US WHICH ARISE OUT OF, ARE RELATED TO OR IN CONNECTION WITH YOUR USE OF THE WEBSITE AND/OR THE SERVICES TO FINAL AND BINDING ARBITRATION BEFORE JAMS ADR SERVICES (“JAMS”) OR ITS SUCCESSOR IN ORANGE COUNTY, CALIFORNIA. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time of the filing of the demand for arbitration, before a single arbitrator. The arbitrator shall be a retired Judge and shall conduct the arbitration hearing and render his or her final decision in accordance with the FEDERAL ARBITRATION ACT. EACH PARTY SHALL BE RESPONSIBLE FOR THEIR OWN ARBITRATION fees, ATTORNEY’S FEES, and costs. THE ARBITRATOR SHALL NOT CONDUCT ANY FORM OF CLASS OR COLLECTIVE ARBITRATION NOR JOIN OR CONSOLIDATE CLAIMS.
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. YOU 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.
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 ten (10) days of the date you first create an 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.
Governing Law and Jurisdiction.
Genders and Headings.
You hereby agree that We may provide You communications about Your Account electronically. Any electronic communications will be considered to be received by You within twenty-four (24) hours of the time we transmit such an e-mail to you. Any notice sent to You by postal mail will be considered to be received by You three (3) Business Days after We send it.
Notice to Us must be sent by postal mail to: __________________________________________