Terms of Service Agreement

WELCOME

Welcome to Googlelance. The following Terms of Service, which include the Site Policies, are a contractual agreement between you and Googlelance (including our corporate subsidiaries). The Terms of Service together with the Site Policies are collectively referred to as the "Agreement" and as the "Terms of Service." Certain defined terms used in this Agreement are available here. By visiting or using the services available from the domain and sub-domains of www.Googlelance.com (the "Site"), you are agreeing to be legally bound by the Agreement. We suggest that you consult the Terms of Service and the linked information regularly for updates. We reserve the right to revise the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

ABOUT Googlelance

Googlelance makes the Site available as an online workplace where Employers and Providers (as such terms are defined below) locate and collaborate with each other and take advantage of the following services (collectively, the "Services"):

Connection Services. The Site is an online workplace where: (1) Employers post job descriptions ("Jobs") to receive proposals or conduct searches and locate, connect with, choose, and hire Providers for Jobs; and (2) Providers advertise their capabilities, provide proposals for Jobs, respond to inquiries, and locate, connect with and get hired to provide their Services to Employers. In providing the Connection Services, Googlelance does NOT source or deliver Jobs. Googlelance only provides the online workplace for Employers and Providers to find and contract with each other for Jobs. See the Site Policies for further descriptions of Connection Services.

Transaction Services. The Site is also a online workplace where Googlelance provides to Employers and Providers certain collaboration, feedback, and billing and payment tools, dispute resolution process and dispute assistance, escrow, and other Services (collectively, "Transaction Services"). Transaction Services does not mean Connection Services. See Billing and Payment Service Terms and Conditions, General Escrow Instructions, and Dispute Resolution Policy for further descriptions of Transaction Services.

MEMBER ELIGIBILITY

Our Services are available only to legal entities and individuals in business who can form legally binding contracts. To register for an Account with Googlelance and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. Googlelance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

YOUR ACCOUNT AND TEAM

To become a Member and use the services available from the Site you must register for an "Account". You must provide true, accurate and complete information as prompted by the registration form, and update such information to maintain its truth, accuracy and completeness. You must not register for more than one Account. As a Member, you can add Users to your Account to act on your behalf in the roles you assign (each, a “Team Account”).  Only the Member who registered the Account and any person that is granted the privilege to administer the Account (each, an “Account Administrator”) can add Team Accounts to the Account. The Member is an Account Administrator by default.  Each Account Administrator represents, warrants, and agrees that: (1) the Account Administrator will grant access to the Account and any related Team Account only to Users authorized to act on behalf of the Member and only in accordance with this Agreement; (2) the Member is fully responsible and liable for any action of any User that uses the Account and any related Team Account; and (3) any or all Team Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Account is suspended or terminated.

PASSWORD AND USE OF ACCOUNT

When a Member registers an Account, the Member will be asked to choose a Sign In name and password for the Account. An Account Administrator will be asked to choose the initial Sign In name and password for any Team Account that is added (and can change the Sign In name and password for any Team Account at any time). You must safeguard and you are entirely responsible for maintaining the confidentiality of your password. In addition, if you are an Account Administrator, you must maintain the confidentiality of all your related Team Account passwords. You agree not to (1) use any Account, Team Account, Sign In name, or password of another User of the Site that you are not authorized to use or (2) authorize others who are not authorized to do so to use the Account or any related Team Account at any time. You agree to notify us immediately if you suspect any unauthorized use of the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account. You are solely responsible for and we may rely on any use of the Site with your Sign In name and password as authorized by you. In addition, if you are a Member, we may rely on anu use of the Site with the Sign In name of any Team Account added by an Account Administrator.

FEES

You agree to pay all fees applicable to your use of the Googlelance Services, and you agree not to circumvent Googlelance's fee structure, all in accordance with the Site Policies and the Billing and Payment Service Terms and Conditions.

 

LEGAL RELATIONSHIPS

Googlelance Provides the Online Workplace 

Googlelance makes the Site available as an online workplace where Employers and Providers locate and connect with each other and take advantage of the Services. Googlelance is not involved in the dealing and contracting between Employers and Providers, or in the Providers' delivery of Provider Services to Employers. Googlelance has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Members, the ability of Providers to deliver Provider Services, the ability of Employers to pay for Provider Services, or that a Employer or Provider can or will actually complete a transaction.

Performance of Member Contracts

Upon acceptance of a proposal, the Employer agrees to purchase, and the Provider agrees to deliver, the Provider Services in accordance with the proposal, the Terms of Service, and any other contract uploaded to the Site by the parties (collectively, the "Member Contract"). You agree not to enter into any contractual provisions in conflict with the Terms of Service. Any provision of a Member Contract in conflict with the Terms of Service is void. The Employer and Provider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Furthermore, the Employer and Provider each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The Employer and the Provider therefore agree that Googlelance has the right to take such actions with respect to the Member Contract, including without limitation suspension, termination, or legal actions, as Googlelance in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

Jobs

By registering as a Member, you acknowledge and agree that whenever you use our Connection Services you locate, choose, connect with and hire or are hired directly by other Members of the Site to receive or deliver Jobs in accordance with the Terms of Service. Googlelance is not involved in the dealing or contracting between Employers and Providers for Jobs, or in the Providers' delivery of Jobs to Employers. Googlelance is not a party to any contract for any purchase and sale of Jobs or any other Provider Services on the Site. All rights and obligations for the purchase and sale of any Jobs are solely between Employers and Providers. Each Employer and Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Jobs in accordance with the Terms of Service and any other terms, conditions, representations, or warranties associated with such dealings.

Taxes, Reporting and Legal Responsibilities

Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.

Directory of Providers

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

Third Party Content, Verification and Monitoring

Googlelance makes available to Members on the Site various Services provided by third parties to verify a Member's identity or credentials ("Verification Providers") or provide testing services ("Testing Providers"). Googlelance has no editorial control over such content. Googlelance is not responsible for and does not monitor content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information providers, Testing Providers, Members and Verification Providers, are those of the respective author(s) or distributor(s) and not of Googlelance. Googlelance neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized Googlelance employees acting in their official capacities. Googlelance does not confirm or verify if a Provider claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.

Links

This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource or Provider.  In particular, your use of chat services is governed by the Userplane Terms of Service. These services are owned and operated by the third party Providers and their licensors. You acknowledge and agree that Googlelance is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

No Agency

The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Googlelance, except and solely to the extent expressly stated.

Access and Interference

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Googlelance and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.

Data 

You are responsible for creation, storage, and backup of your business records. The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating any responsibility on Googlelance's part to store, backup, retain, or grant access to any information or data for any period.

WARRANTY DISCLAIMER

THE SERVICES PROVIDED BY Googlelance OR ANY OF OUR LICENSORS OR PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another Member, you release Googlelance (and our 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 such dispute. You hereby waive California Civil Code §1542 (and any analogous law in any other applicable jurisdiction), which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

INDEMNITY

You agree to defend, hold harmless and indemnify Googlelance from and against any and all losses, costs, expenses, damages or other liabilities incurred by Googlelance from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Googlelance: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Provider; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Provider. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

INTELLECTUAL PROPERTY

License and Site Access

Subject to and conditioned on compliance with the Terms of Service, Googlelance grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Googlelance or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Googlelance.

Reservation of Rights; Limited Licenses

Googlelance and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Googlelance logo and name are trademarks of Googlelance, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in the Terms of Service confers any license under any of Googlelance's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

CUSTOMER SERVICE

If you have any questions, suggestions, reports of problems or complaints regarding any Googlelance Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, please contact Customer Service.

NOTICES AND COMMUNICATIONS

Unless you otherwise indicate in writing to Customer Service, Googlelance will communicate with you by email or by posting communications on this Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Googlelance sends it to the email address you have provided to Googlelance on this Site, or when Googlelance posts such communication on this Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Googlelance regarding violation, dispute or complaint within two business days, Googlelance will have the right to terminate or suspend your Job or your Account. 

All notices to Googlelance intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

GooglGooglelance
441 Logue Ave., Suite 150
Mountain View, CA 94043
Attn: Controller

Such notices to Googlelance are deemed effective upon receipt.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND Googlelance

If a dispute arises between you and Googlelance, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and Googlelance agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Googlelance Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between Member and Googlelance." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Service.

Law and Forum for Disputes

The Terms of Service are governed in all respects by the laws of the State of California without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Googlelance must be resolved by a court located in Santa Clara County, California, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Arbitration Option

For any claim arising between you and Googlelance (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims

Should you file a claim contrary to this section entitled "Resolution of Disputes Between Member and Googlelance," Googlelance will be entitled to recover attorneys' fees and costs up to $2,000, provided that Googlelance has notified you in accordance with the Terms of Service of the improperly filed claim, and you have failed to promptly withdraw the claim.

TERMINATION AND SUSPENSION 

This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by Googlelance or you as provided for under the terms of this Section.

Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party. In such event, (i) Googlelance shall continue to perform those Googlelance Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay Googlelance and any Providers for any Services for which you have hired such Providers in order to complete any such transactions.

Any termination of an Account will automatically lead to the termination of all related Team Accounts and Googlelance has the right to terminate any Account and any Team Account in any case in which Googlelance has the right to terminate any related Team Account.

Without limiting Googlelance's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Googlelance or are contrary to the interests of the Site or the Googlelance user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.

Without limiting Googlelance's other remedies, to the extent you engage in actions or activities which circumvent the Googlelance Site or otherwise reduce fees owed Googlelance under the Terms of Service, you will pay Googlelance for all fees owed to Googlelance and reimburse Googlelance for all losses and costs (including any and all Googlelance employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

When your membership is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The provisions entitled "Warranty Disclaimer," "Limitation of Liability," "Release," "Indemnity," "Intellectual Property," "Notices and Communications," "Resolution of Disputes between Member and Googlelance," "General," "Audit Provisions and Maintaining Records" and "Billing and Payment Services" will survive termination of this Agreement.

NOTIFICATION OF Googlelance MEMBERS

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IN THE EVENT Googlelance SUSPENDS OR TERMINATES YOUR REGISTRATION, Googlelance WILL HAVE THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

DISCLOSURES

Googlelance, located in Mountain View, California, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 1625 N. Market Blvd., Sacramento, CA 95834, or by calling 1-800-952-5210 for callers in California, and 1-916-445-1254 for callers outside California. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Googlelance to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Service.

CERTAIN DEFINED TERMS

As used throughout the Agreement:

"Account" means the Googlelance Account you open when you register to become a Member and use the Services, and all Team Accounts added to that Account.

"Googlelance Services" means any of the above Services that are delivered by Googlelance.

"Employer" means a Member that investigates and purchases Provider Services.

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

"Provider" means a Member that offers and delivers Provider Services.

"Provider Services" means all Jobs and any other Services delivered by Providers.

"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.

"Visitor" means a person who is only visiting the Site, not a Member or User.

"you" means a Visitor or Member accessing the Site or using the Services on his or her own behalf; or, if the Services are used on behalf of a Member, "you" means the Member for which the Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).

GENERAL

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Googlelance will not be considered to have modified or waived any of our rights or remedies under the Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Googlelance. No delay or omission by Googlelance in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of the Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Service to anyone without the express written permission of Googlelance, and any attempt to do so will be null and void. Googlelance may assign this Agreement in its discretion.

Except for the payment of fees to Googlelance, neither of the parties to this Agreement shall 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 shall be extended by the period of such delay.

The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and Googlelance with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.

Business Use

In addition to the Eligibility requirements described in the Terms of Service, Googlelance's mandatory Billing and Payment Service (the "Payment Service") is intended for business use. You must establish an Account primarily for business, and not primarily for personal, family, or household purposes. You must not establish more than one Account.

To pay for Services using the Payment Service, you must be a Member that holds a valid credit card issued by a bank acceptable to Googlelance or a Member that holds a Verified PayPal account.

Accounts

Funds in an Account may be used to pay Providers, to pay Job posting fees, membership fees, service fees, connect fees, and wire transfer fees.

An Employer may add funds to its Account by any of the methods available on the Site. The Employer must reasonably intend that such amounts will be used to pay Googlelance or Providers for Services purchased through the Site.

A Provider may add to its Account by directing that Employers' payments for Services purchased on the Site and received through the Payment Service be added to their Account, or by any of the methods available on the Site. In the case of methods other than receiving Employers' payments for Services purchased on the Site, the Provider must reasonably intend that such amounts will be used to pay membership fees, service fees, connect fees, or wire transfer fees as provided in the Terms of Service.

Legal Relationships

Googlelance provides the Payment Service and requires you to use it to make all payments to Googlelance, and to request and make payments to and accept payments from other Members, for the purchase and sale of Services through the Site. Solely for purposes of the Payment Service, and not for any other Services available through the Site, Googlelance acts as your agent based upon your direction and your requirements to perform tasks on your behalf. Googlelance will at all times hold your funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose.

As an Employer, you agree not to pay invoices for Provider Services unless the invoices are originated from the Googlelance Payment Service, and as an Employer you acknowledge that you are not obligated to pay invoices unless the invoices are originated from the Googlelance Payment Service. As a Provider, you agree to send Employers invoices for Provider Services only through requests for payment on the Googlelance Payment Service, and you agree to use this system for all Googlelance-originated business, whether first-time, repeat or follow-on. As a Provider, you agree that a Employer is not obligated to pay invoices for Provider Services unless you originated the request for payment through the Googlelance Payment Service.

You acknowledge that: (1) Googlelance is not a bank and the Payment Service is a payment service rather than a banking service; and (2) Googlelance is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian. (3) Googlelance IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. In addition, your Account will not constitute an escrow.

By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Googlelance as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Agreement. Each Provider must properly discharge and credit Employers for all payments Googlelance receives through the Payment Service from such Employers.

Payment Provider

Googlelance acts as a payment service provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. Googlelance does not have any control over the Provider Services purchased or sold with the Payment Service, nor whether an Employer or Provider you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute Googlelance your agent with respect to any Provider Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in the Terms of Service.

Interest

You agree that you will not receive interest or other earnings on the funds in your Account or that Googlelance otherwise handles as your agent. Googlelance may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking Services or other compensation in respect of any balances in Accounts.

How to Bill for Services Using the Payment Service

To request payment from an Employer, you must use the Payment Service and you must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment you authorize us to bill such Employer and receive payments from the Employer on your behalf in the amounts stated on the applicable Payment Service web page.

As a Provider, you acknowledge and agree that when you instruct Googlelance to request payment from an Employer using the Payment Service, such instruction: (1) is a representation that you have completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to Googlelance to invoice and accept payment from the Employer on your behalf. Once Googlelance has charged the Provider, Googlelance may be subject to charge back if the Employer's credit card company, bank, or PayPal believes the above representations have been breached. As a Provider, you therefore agree, as a condition of using the Payment Service, that if the Employer's credit card company, bank, or PayPal successfully charges back any amount to Googlelance for any reason, you hereby agree to repay Googlelance for such amounts, plus reasonable attorney fees and costs of collection, and Googlelance reserves the right to terminate Service to you in addition to all other rights available to Googlelance.

How to Pay for Services Using the Payment Service

To pay a Provider, you must use the Payment Service and you must follow the instructions and links on the Site and provide the information requested. Unless you have a balance in your Account, Googlelance will ask to charge your credit card, bank account, or PayPal for the necessary amount. By providing us with your credit card or bank account information, you authorize us to charge such credit card or bank account for the amounts stated on the applicable Payment Service web page.

As an Employer, you acknowledge and agree that when you instruct Googlelance to pay a Provider using the Payment Service, such instruction: (1) is a representation that the Provider has completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to Googlelance to pay the Provider. Once Googlelance has paid funds to the Provider, Googlelance may not be entitled to demand return of the funds. You therefore agree, as a condition of using the Payment Service, NOT to ask your credit card company or bank to charge back any amount to Googlelance for any reason. In the event you do, you hereby agree to repay Googlelance for such amounts, plus reasonable attorney fees and costs of collection, and Googlelance reserves the right to terminate Service to you in addition to all other rights available to Googlelance.

Authorized Payments are Final

Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, ARE FINAL.

Charge-backs

Googlelance reserves the right to seek reimbursement from you as a Provider, and you will reimburse Googlelance, if Googlelance discovers erroneous or duplicate transactions, or Googlelance receives a charge-back from any Employer's credit card company, bank, or PayPal for any reason. Googlelance may obtain such reimbursement by charging the applicable Provider's Account, deducting amounts from future payments owed to the Provider, charging such Provider's credit card, or obtaining reimbursement from such Provider by any other lawful means. Failure to pay for reimbursements of charge-backs is cause for termination of Services.

Currency

The Payment Service operates in US Dollars and therefore Googlelance is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Googlelance responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or ACH to and from your Account.

Withdrawal of Funds

To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the conditions and restrictions contained on the Site and in the Terms of Service. Notwithstanding any other provision of the Terms of Service, if Googlelance determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Service, Googlelance will have the right to refuse to process the withdrawal.

Hold on Account Funds

Googlelance will make funds deposited in your Account generally available for you to use or withdraw. Googlelance reserves the right, at its sole discretion, to place a hold on funds for Employer payments to clear, or if Googlelance suspects monies may be subject to charge back or if fraud is suspected. Googlelance will release a hold as soon as practical.

Agreement to Pay

If, for any reason, Googlelance does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other Googlelance Services, you agree to pay such amount immediately upon demand by Googlelance. You also agree to pay any interest charges, attorney's fees and other costs of collection incurred by Googlelance in collecting from you the authorized but unpaid amount. In such case, Googlelance may, at its option, stop processing any further payments made by you and apply any amounts then held by Googlelance on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other Googlelance Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Disputes Between Employers and Providers

Any disputes in connection with Services provided by Providers or payments made by Employers remain between such Employers and Providers. By using the Payment Service, you agree to follow the Dispute Resolution Policy. You further acknowledge that Googlelance will not be a party to any such dispute. Googlelance will attempt to take the actions set forth in the Dispute Resolution Policy, but Googlelance will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. Googlelance may, at its sole discretion, and in the case of Escrow Jobs may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release amounts in Escrow, in the event of dispute between a Employer and a Provider.

Reservation of Rights

Googlelance reserves the right to seek reimbursement from any Provider and Provider will reimburse Googlelance if Googlelance discovers erroneous or duplicate transactions or receives a charge-back from any Employer's credit card company, bank, or PayPal for the amount of such Employer's purchase from such Provider. Googlelance may obtain such reimbursement by deducting from future payments owed to such Provider, by reversing any credits to such Provider's bank account, by charging such Provider's credit card or by seeking reimbursement from such Provider by any other lawful means.

Questions

If you have any questions, suggestions or reports of problems regarding the Payment Service, please contact Customer Service.

These General Escrow Instructions govern an Escrow established by Employer and Provider pursuant to the Business Terms they have jointly agreed to at the Site. The “Escrow Instructions” are comprised of these General Escrow Instructions, the Terms of Service, and such Business Terms. Employer and Provider will be deemed to have executed the Escrow Instructions pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.), by clicking to accept the Business Terms or clicking to fund Escrow at the Site, and doing so constitutes an acknowledgement that you are able to electronically receive, download, and print the Escrow Instructions. By clicking to accept an Escrow Job, Employer has agreed automatically to the Escrow Instructions effective when Provider clicks to Accept the Job. By clicking to Accept the Job, Provider has agreed automatically to the Escrow Instructions. All references to the Escrow in these General Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Job.

The direct provider of the escrow services pursuant to the Escrow Instructions is Googlelance Escrow Corporation, a Delaware corporation (“EEC”).  EEC is a wholly-owned corporate subsidiary of Googlelance. EEC is licensed as an Escrow Agent by the Department of Corporations, State of California, License No. 963 5086. Employer and Provider hereby employ, authorize, and instruct EEC to act as Escrow Holder and Escrow Agent in connection with the Job to provide for the retention, administration, and controlled release of the escrowed funds in accordance with the Business Terms and subject to and conditioned on the Escrow Instructions. You authorize EEC to disburse to Googlelance amounts released from Escrow pursuant to the Escrow Instructions in payment of Service Fees payable to Googlelance pursuant to the Terms of Service.

Throughout these General Escrow Instructions, the terms “Googlelance,” “us,” and “we” are intended to mean both EEC and Googlelance unless the context otherwise requires.

Funding Escrow

When Employer Submits a Funding Approval on the Site, Employer will be deemed to have irrevocably authorized Googlelance to use the Payment Service to charge Employer's Account and, as appropriate, Employer's credit card, bank, or PayPal in the amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow Account for the Job. In the event Googlelance cannot collect such amount for any reason, Googlelance will have no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until Employer submits the initial Funding Approval with Googlelance, Googlelance will have no obligation with respect to the Escrow. OTHER THAN CHARGING EMPLOYER'S ACCOUNT AND, AS APPROPRIATE, EMPLOYER'S CREDIT CARD, BANK, OR PAYPAL, Googlelance WILL HAVE NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE ESCROW OR ANY ADDITION TO SUCH ESCROW.

Funding Approvals are Final

Employer's Submission of Funding Approval for an Escrow constitutes Employer's agreement to pay the amounts Employer authorizes Googlelance to charge against Employer's Account and, as appropriate, Employer's credit card, bank, or PayPal. Such payments, once authorized, ARE FINAL, and amounts in the Escrow will be released only pursuant to the Escrow Instructions.

Use of Funds in Escrow Account

Googlelance will use funds deposited in the Escrow Account only in accordance with the Escrow Instructions. Googlelance will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a bankruptcy or for any other purpose. These General Escrow Instructtions are supplementary to the Business Terms, the Terms of Service, and to any other agreement between Employer and Provider concerning the Job, as provided in 11 United States [Bankruptcy] Code, Section 365(n).

Escrow Account Deposit

Googlelance will deposit and maintain all funds in the Escrow Account in a bank insured by the Federal Deposit Insurance Corporation and approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Googlelance may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Escrow Accounts.

Status Reports

Employer and Provider may access current information regarding the status of the Escrow on the Site.

Release and Delivery of Amounts in Escrow

Googlelance is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Provider or Employer only pursuant to one or more Release Conditions provided below. Provider and Employer authorize Googlelance to use the Payment Service to deliver the amount of any Release, and to withhold from Provider those amounts Googlelance is entitled to withhold pursuant to the Payment Service.

Release Conditions

As used in these General Escrow Instructions, "Release Conditions" means any of the following:

1. Employer's or Provider's Approval of a Release on the Site
2. Employer's or Provider's failure to timely upload to the Site Contrary Instructions pursuant to the Dispute Resolution Policy below
3. Employer's and Provider's delivery of joint written instructions to Googlelance
4. Employer's or Provider's failure to participate in a dispute resolution call requested by Googlelance pursuant to the Dispute Assistance Policy
5. Employer's or Provider's failure to submit to binding arbitration requested by the other pursuant to the Dispute Assistance Policy 
6. The final binding determination of an arbitrator from which appeal is not taken
7. The final binding order of a court from which appeal is not taken

Escrow Dispute Resolution Process 

For any dispute arising between Employer and Provider regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief) Employer and Provider will pursue resolution of the dispute in accordance with the following steps:

Dispute Notice Form. If Provider or Employer has requested a Release on the Site, and the other party has not approved such Release within five business days after such request was posted on the Site, then the Provider or Employer that requested the Release has the right to upload to the Site a completed Dispute Notice Form as made available by Googlelance on the Dispute Resolution Help page.

Contrary Instructions. In the event Provider or Employer uploads a completed Dispute Notice Form to the Site requesting a Release, the other party will have three business days to respond in a private message with contrary instructions ("Contrary Instructions") before Provider or Employer can make a request to Googlelance for assistance. Contrary Instructions means a good faith written representation: (1) If by Employer, that Employer has not received all Milestone Deliverables required for a Release pursuant to the Business Terms, or (2) If by Provider, that Provider has delivered all Milestone Deliverables required for a release.

Failure to Upload Contrary Instructions. In the event Employer or Provider does not upload Contrary Instructions to the Site within three business days following Provider's or Employer's original upload of the Dispute Notice Form to the Site, Provider or Employer will notify Googlelance of such failure. Googlelance will then notify the Employer or Provider and require a response to the Dispute Notice Form. If Employer or Provider does not respond to Googlelance within five business days of Googlelance's demand then Employer and Provider will be deemed to have agreed to the Release sought in the Dispute Notice Form and in accordance with such Dispute Notice Form either: (1) Employer and Provider will be deemed to have authorized and instructed Googlelance to, and Googlelance will, make the Release to the Provider or (2) Provider and Employer will be deemed to have authorized Googlelance to, and Googlelance will, make the Release to the Employer, as the case may be.

Response to Contrary Instructions. In the event Employer or Provider timely uploads Contrary Instructions to the Site, Provider or Employer will have the right within three business days to upload a good faith response. The Employer and Provider will have the right to upload and respond, with the goal of resolving in good faith any dispute and delivering joint written instructions to Googlelance concerning a Release. Employer and Provider will not terminate such discussion and negotiation prior to the earlier to occur or delivery of joint written instructions to Googlelance concerning a Release, or the date 15 business days following Provider's original upload of the Dispute Notice Form.

Googlelance Dispute Assistance. In the event Employer and Provider fail to resolve any dispute through the Member Resolution process within 15 business days following Provider's or Employer's original upload of the Dispute Notice Form, the Provider or Employer will follow the Dispute Resolution Policy.

Failure to Arbitrate. In the event Provider or Employer requests binding Arbitration (“Requesting Party”), the other party (“Responding Party”) will have three business days following receipt of notice from the Arbitrator to submit to such Arbitration. In the event Responding Party fails to submit to such Arbitration within three business days, Googlelance will promptly notify Responding Party of such failure and demand that Responding Party submit to such Arbitration within three more business days.  In the event Responding Party fails to submit within three business days after Googlelance sends such notice, then: (1) Responding Party will be deemed to have agreed to the Release sought by the Requesting Party; (2) Responding Party will be deemed to have authorized Googlelance to, and Googlelance will, make the Release sought by the Requesting Party; and (3) Googlelance will have the right to terminate or suspend the Responding Party’s Account.

Escrow During Dispute Resolution Process 

During the Dispute Resolution Process, Googlelance will continue to hold the Escrow without Release pending a Release Condition.

Release of Escrow Account

Upon any Release, the Escrow will terminate as it relates to the portion of the Escrow Account so released. Upon final Release of the final milestone the entire Escrow Account will terminate.

Releases are Final 

Your Authorization of Release of any amount in the Escrow Account constitutes your agreement to release such amounts from the Escrow. Such releases, once authorized, ARE FINAL.

Escrow Agent

Googlelance undertakes to perform only such duties as are expressly set forth in the Escrow Instructions and no other or further duties will be implied. Googlelance will have no liability under and no duty to inquire as to the provisions of any agreement other than the Business Terms and the Escrow Instructions. Googlelance will be under no duty to inquire into or investigate any agreement or communication between Employer and Provider, even if uploaded to the Site. Googlelance may rely upon and will not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. Googlelance will be under no duty to inquire into or investigate the validity, accuracy or content of any such document. Googlelance will have no duty to solicit any payments or Releases which may be due to or from any Escrow Account. Googlelance may execute any of its powers and perform any of its duties under the Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Googlelance will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Googlelance is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of the Escrow Instructions, it will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in Escrow until it is directed otherwise in writing by Employer and Provider or by a final order or judgment of an arbitrator or court of competent jurisdiction.

Googlelance Action; Resignation; Succession 

Googlelance has the right in its sole discretion but not the obligation to institute Arbitration in accordance with the foregoing, or to institute any other legal proceedings including interpleading funds held in Escrow with a court of competent jurisdiction, to resolve any dispute between Employer and Provider related to an Escrow. Any provision of these General Escrow Instructions to the contrary notwithstanding, and regardless whether Googlelance is identified as a party in interest in any dispute, arbitration or other legal proceeding, nothing herein will be construed to limit Googlelance’s legal and equitable rights, including but not limited to interpleading funds held in Escrow with a court of competent jurisdiction.Googlelance may resign and be discharged from its duties or obligations under the Escrow Instructions by giving 20 days advance notice in writing of such resignation to Employer and Provider specifying a date when such resignation will take effect. Any corporation or association into which Googlelance may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of Googlelance may be transferred, will succeed to all the rights and obligations of Googlelance as escrow agent under these General Escrow Instructions without further act.

Term and Termination of Escrow

The Escrow will terminate automatically upon Release of all funds in the Escrow Account. Googlelance reserves the right to terminate the Escrow, for any reason, by providing Employer and Provider 20 days written notice.

Survival of Terms Following Termination

Upon termination of the Escrow, the remaining provisions of the Terms of Service will survive, including, without limitation, obligations to pay Googlelance any amounts, provisions concerning dispute resolution, limitation of liability, and indemnification obligations.

Miscellaneous Escrow Terms and Conditions

Notice of Requested Order

If Provider or Employer intends to obtain an order from any arbitrator or any court, which order might direct Googlelance to take, or refrain from taking any action with respect to the Escrow, that party will: (1) give Googlelance at least five business days prior notice of the hearing; (2) include in any such order a provision that, as a precondition to Googlelance's obligation, Googlelance be paid in full for any amounts to which Googlelance would otherwise be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.

No Third Party Rights

The Escrow Instructions are intended solely for the benefit of Employer, Provider, Googlelance, and their respective permitted successors and assigns, and no other person or entity swill have or acquire any right by virtue of the Escrow Instructions unless otherwise agreed to by Employer, Provider, and Googlelance.

Successors and Assigns

These General Escrow Instructions will be binding upon and inure to the benefit of the successors and assigns of Employer, Provider, and Googlelance. However, Googlelance will have no obligation in performing the Escrow Instructions, to recognize any successor or assign of Employer or Provider unless Googlelance receives clear, authoritative, and conclusive written evidence of the change of such parties.

Removal of Material for Which Copyright Infringement is Claimed

Pursuant to 17 USC. § 512 as amended by Title II of the Digital Millennium Copyright Act, Googlelance has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed by a user of the Services available at the domain and sub-domains of www.Googlelance.com, please fill out a Notice of Infringement form and fax it to Googlelance Copyright Infringement Notices at 650-316-7501.

The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A), which provides:

To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a Provider that includes substantially the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Provider to locate the material.
4. Information reasonably sufficient to permit the Provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.

Please provide a Notice of Infringement form each time you wish to report alleged acts of infringement and fax it to the number provided.

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. Googlelance may suspend or terminate your Account if information you provide is not complete or accurate.

You agree to safeguard the User ID and password you use to access this Site. You authorize us to assume that any person using the Site with your User ID and password either is you or is authorized to act for you. Further, your Googlelance Account (including feedback) and User ID may not be transferred or sold to another party.

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

• Post any Job, submit any proposal, or otherwise use Googlelance to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.S. and any other country.
• Post any Jobs that are fake, posted without the intention to hire or complete the Job or posted only to receive pricing information.
• Post any Jobs that offer commission or equity compensation.
• Post any Jobs that request free Services.
• Post any Job, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
• Post any Job, proposal, deliverable or transmit any content related to or containing any adult or sexually explicit material.
• Post Jobs related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
• Post advertisements, solicitations or offers of full-time employment.
• Post false or misleading information about a product, service or service request.
• Post logos, seals or slogans from third parties on the Site unless such material is provided by Googlelance or an Googlelance partner, or you have received express written permission from Googlelance to display such third-party logo, seal or slogan.
• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
• Post or transmit unprofessional or offensive comments about a User, Member, Provider, Employer, Googlelance or any third party.
• Post any Job, submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work; for example by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
• Suggest or solicit another User to contact you directly in order to buy or sell Services outside of Googlelance.
• Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
• Tamper with postings of other Users, Members or Googlelance.
• Solicit or gather any User's or Member's information available from the Site, such as other Usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
• Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
• Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from Googlelance.
• Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
• Post Jobs that violate the Terms and Conditions of other companies.
• Frame or link to the Site except as permitted in writing by Googlelance.
• Impersonate or misrepresent your affiliation with any person or entity.
• Require or request that a Provider deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
• Repeat any action after you receive warning or request to desist from Googlelance, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from Googlelance regarding violation, dispute or complaint within two business days.
• Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
• Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from Googlelance.
• Select an Employer or hire a Provider on the basis of religion, sex or race.
• Violate a request by Googlelance to not post Jobs deemed by Googlelance in its sole discretion to be contrary to the interests of the Site or the Googlelance User community.
• Violate any other policies stated on the Site.

Violation of these rules may result in suspension or termination of your Account, in addition to all other remedies available to Googlelance or other Users or Members. If you are aware of a potential violation, please contact Customer Service. In order to operate the Site, Googlelance must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials to publicly visible areas of the Site, you are granting, or warranting that the owner of such Content has expressly granted a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media or technology now known or later developed.

You agree to: (a) abide by the Terms of Service and the processes and procedures described throughout the Site; (b) be financially responsible for your use of Googlelance and the purchase or delivery of Services; and (c) perform your obligations and complete the transaction as specified by the terms of your Job or order, your proposal or your agreed business terms, whichever is more recent, unless such transaction is prohibited by law or by the Terms of Service. Upon acceptance of a proposal, you agree to purchase the Services if you are an Employer, or provide the Services if you are a Provider, in accordance with the terms agreed to by the parties, subject to any mutually agreed increase or decrease in Job scope. If the scope of the Services to be provided increases beyond the initial scope on the date of acceptance and the billings for the Job are larger than initially reported, you agree to report the higher amount through the Googlelance Payment Service and understand that the service fee Googlelance charges to the Provider will increase proportionally. As an Employer, you agree not to pay invoices unless they are originated from the Googlelance Payment Service. As an Employer you also understand that you are not obligated to pay invoices unless they are originated from the Googlelance Payment Service. As a Provider, you agree to send Employers invoices only through the Googlelance Payment Service, and agree to use this system for all Googlelance-originated business, whether first-time, repeat or follow-on. You understand that for our purposes an Employer is not obligated to pay invoices unless they are originated through the Googlelance Payment Service.

Googlelance offers you as an Employer two ways to post your Job: Basic or Featured. A Basic Job posting is visible to all Googlelance Providers in the Category relevant to your Job. Googlelance will not charge the Employer a fee for posting a Basic Job. A Featured Job posting is visible to all Googlelance Providers; however, Providers with Premier status in the Category relevant to your Job can submit bids and proposals at a preferential cost relative to non-Premier providers.

Googlelance will charge the Employer a posting fee for a Featured Job posting. Please visit the Learn More section of the Site, or contact Customer Service with any questions regarding posting a Job.

Job Guidelines

You agree to utilize the following Job guidelines:

• Post Jobs with clear scope, well-defined deliverables and required time frames. Do not hesitate to contact Customer Service for assistance with posting a Job.
• Answer clarifying questions from Providers and update the Job description.
• Evaluate multiple proposals against criteria important to you such as a Provider's work experience, education, portfolio, certifications, references, feedback from prior Employers, location, communication style and cost.
• Accept a proposal only when it has a clear statement of work, well-defined deliverables and milestones, precise timeframes and payment terms.
• Ask the Provider to utilize the Business Terms and Change Order features found in MyGooglelance to define key milestones and payment schedules.
• Ask for full contact information, for example telephone, and address information, of the other party once a bid proposal has been selected.
• Ask for the Provider's office hours and standard response times.
• Once you have hired for your Job, use MyGooglelance to manage the Job and the Googlelance private messages to maintain an electronic record of all written communication between you and the Provider around scope, deliverables, milestones, timeframes, price, feedback, revisions, schedule changes, vacations, availability, delays, acceptance of deliverables and completion of milestones. In the event of a dispute, all written communication on Googlelance, including Job post, proposals, business terms and private message communication will serve as the statement of record.
• Utilize Googlelance's Payment Service to maintain the privacy of your personal financial details; leverage Googlelance's anti-fraud measures; maintain a record of all invoices and payments; and, in the event of a problem, have access to Dispute Resolution process.
• After the Job is completed, leave objective, balanced ratings and feedback.
• If the Provider does not complete the Job, leave objective, balanced ratings and feedback.

Googlelance encourages open, complete and professional communication between Employers and Providers. Employers and Providers can use MyGooglelance, Googlelance private messages, as well as email, chat, and telephone to clarify Job descriptions, scope or any specific requirements. Open communication helps Providers develop relevant proposals and Employers make informed hiring decisions. You are required to use MyGooglelance to manage Jobs and are required to use Googlelance private messages to maintain an electronic record of all written communication including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. Also, transcribe relevant emails, instant messages, telephone or in-person conversations between the Employer and the Provider in a private message to maintain a record of what is agreed. In the event of a dispute, all written communication on Googlelance, including Job posting, proposals, business terms and private message communication will serve as the record for resolution of the dispute. A communication that is not referenced in a private message cannot be submitted as evidence in non-judicial dispute resolution after a dispute is reported.

• Please note: Googlelance provides  the private messages and profile CONTACT INFORMATION section for you to enter your email address, telephone number and instant message IDs. You may not enter your contact information in your proposal comments, Job descriptions or other sections of your profile outside of the CONTACT INFORMATION section.

You acknowledge and agree that the Site will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Googlelance may calculate a composite feedback number based on these individual ratings. Providers agree to be rated by Employers along several criteria, as determined by Googlelance. Googlelance provides its feedback and rating system as a means through which Users can express their opinions publicly, and Googlelance does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Googlelance's attention. You may be held legally responsible for damages suffered by other Googlelance Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Under federal law, Googlelance is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Service, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

• Leaving fake feedback for yourself or another User or Member such as using a secondary Username or other Googlelance members to artificially raise the level of your own feedback or create negative feedback for another User or Member.
• Feedback threats such as demanding another User or Member to perform a task by threatening to leave negative feedback or withholding deliverables or funds until another User or Member agrees to leave positive feedback or no feedback.
• Feedback solicitation such as offering to sell or buy Services in exchange for good feedback, trading feedback undeservedly or buying feedback.

In order to protect the integrity of the feedback system and protect Users from abuse, Googlelance will consider removing feedback under the following scenarios:

• Feedback or information posted seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-Googlelance related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
• Feedback or information posted contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
• Feedback or information posted is shown to have been left by any User who is in violation of Googlelance's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
• Feedback or information posted is not directly related to transactions conducted through Googlelance.
• Feedback or information posted makes any reference to actions taken or purported to be taken by Googlelance or any law enforcement organization.
• When Googlelance is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal.
• The User who left feedback provided Googlelance with false contact information during the transaction period (as verified by Googlelance) and cannot be contacted by Googlelance.
• The User who left feedback is participating in an Googlelance transaction with the intent of leaving feedback as part of a campaign to harass Googlelance member(s) (as verified by Googlelance).
• Negative feedback that was intended for another User only when the User responsible for the mistaken feedback contacts Googlelance and places the same feedback for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Service to file a feedback review request.

If you wish to provide Services through Googlelance, you must complete the Provider registration process and select an appropriate membership program. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. Googlelance considers true and accurate location only the primary place from which your Services are rendered. Misleading information about your location, including, but not limited to, using a satellite location in another country, is not allowed on Googlelance. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. Googlelance can suspend or terminate your Account upon the discovery that any information you provided or posted is not complete or accurate, or as a result of other violations of the Terms of Service.

To attain "Premier" status as a Provider, you must either meet the minimum set of criteria outlined on the Site, or submit an application and pay an application fee. Please see the site for the current Premier status fee. Your application will be reviewed for qualification for Premier status. Qualification is based on your expertise and reputation as determined from sources outside of the Site and acceptance of your application is at the sole discretion of Googlelance. The Premier application fee is non-refundable, regardless of acceptance or denial of your application.

Proposal Guidelines

You agree to utilize the following bid proposal guidelines:

• Provide proposals only for Jobs that you are a good fit for and you can complete within the Employer's time frames.
• Help the Employer clarify his or her needs and fully develop the Job scope and deliverables.
• Write a specific, detailed proposal with clear scope, deliverables and milestones.
• Set expectations that you can meet or exceed.
• Specify payment terms that tie to the completion of milestones.
• Specify how change orders will be handled.
• Specify how warranty work will be handled.

When submitting your proposal you agree to:

• Submit an accurate proposal reflecting your understanding of the scope of the Job and the amount of time/effort you plan to commit in order to provide high Employer satisfaction.
• Submit a new proposal when needed to reflect any changes to price, delivery date or approach, prior to the end of the proposal period.
• Not submit unreasonably low proposal prices or test proposals. If you do not