Terms & Conditions

  1. GOLDEN INTELLECT USER AGREEMENT

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Golden Intellect LLC (“Golden Intellect,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.goldenintellect.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Golden Intellect App Software License Agreement; and API Terms of Use. This Agreement also incorporates, for any User using the Golden Intellect Direct Contract Service and the Golden Intellect Direct Contract. These agreements are collectively, with this Agreement, called the (“Terms of Service”).

Subject to the conditions set forth herein, Golden Intellect may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Golden Intellect will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Golden Intellect, Golden Intellect will provide at least thirty (30) days’ advance notice of the change, but may not provide any advanced notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITTY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

  1. GOLDEN INTELLECT ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.

  1. REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Golden Intellect reserves the right to decline a registration to join Golden Intellect or to add an Account of any type (i.e., as a Client or Freelancer, as such terms are hereinafter defined), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to Golden Intellect and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

  1. ACCOUNT ELIGIBILITY

Golden Intellect offers the Site and Site Services for your business, consumer, household, and personal use. To register for an Account or use the Site and Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind a Freelancer (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity recognizable under United States law); (b) will use the Site and Site Services for business, consumer, household, and personal use purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, consumer, household, and personal use or the business, consumer, household, and personal use for which you are acting, and the provision of Freelancer Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

  1. ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (each, a “Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your university, your skills, or the services you provide and to correct any such information that is or becomes false or misleading.

  1. ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

  1. Client Account

You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”, “Golden Account”, “Business Account”). Each User under a Client Account (hereinafter occasionally individually referred to as a “Team Member” or “Family Member”) can be given different permissions to act on behalf of the Client Account.

  1. FREELANCER

Freelancer: You can register for an Account or add an Account Type to use the Site and Site Services as a Freelancer (a “Freelancer Account”).

  1. ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of you. By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Golden Intellect may close any related Account(s) at its sole and absolute discretion.

  1. IDENTITY, LOCATION AND OTHER VERIFICATION

Upon registering for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one (1) or more official government or legal documents that confirm your identity and your location.  You may also be required to verify ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself, which will include, but is not necessarily limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

  1. USERNAMES AND PASSWORDS

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 username and password and agree not to share your username with any person who is not authorized to use your Account. You authorize Golden Intellect to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

  1. PURPOSE OF GOLDEN INTELLECT

Section 2 discusses what Golden Intellect does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.

The Site is an online marketplace through which Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services. Subject to the Terms of Service, Golden Intellect provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and, at the discretion of Golden Intellect and Subject to the Terms of Service, assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

  1. FREELANCER AND CLIENT RELATIONSHIP WITH GOLDEN INTELLECT

Golden Intellect merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Golden Intellect does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients who may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer, as the case may be, on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Golden Intellect is not a party to that Service Contract.

You acknowledge, agree, and understand that Golden Intellect is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Freelancer Services; or (e) paying for Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Golden Intellect does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients’ and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Golden Intellect does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Golden Intellect makes no representations about and does not guarantee, and you agree not to hold Golden Intellect responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (a) you are not an employee of Golden Intellect, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (b) Golden Intellect will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (c) Golden Intellect does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (d) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Golden Intellect does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Golden Intellect involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (e) Freelancer will be paid at such times and in such amounts as agreed with a Client in a given Service Contract, and Golden Intellect does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (f) Golden Intellect does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; (g) Golden Intellect does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s); and (h) Golden Intellect does not provide shipping services for any physical Work Product. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to Golden Intellect’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business, consumer, household, and personal use activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the “Opt. Out” provisions described in Section 7. Users are free at all times to engage in such other business, consumer, household, and personal use activities and services and are encouraged to do so.

  1. TAXES AND BENEFITS

Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Golden Intellect, and that Golden Intellect will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Golden Intellect; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate. In the event of an audit of Golden Intellect, Freelancer agrees to promptly cooperate with Golden Intellect and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Golden Intellect.

  1. MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Golden Intellect to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, university location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Golden Intellect and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Golden Intellect; Golden Intellect provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Golden Intellect post composite or compiled feedback about Golden Intellect, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Golden Intellect on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Golden Intellect will make Composite Information available to other Users, including composite or compiled feedback. Golden Intellect provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Golden Intellect does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User and, to the extent you do so in violation of this provision, Golden Intellect hereby disclaims all responsibility or liability with respect thereto. 

Golden Intellect does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Golden Intellect is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information if defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Golden Intellect reserves the right (but is under no obligation) to remove posted feedback or information that, in Golden Intellect’s sole discretion, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Golden Intellect. You acknowledge and agree that you will notify Golden Intellect of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Golden Intellect may rely on the accuracy of such information.

  1. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

  1. SERVICE CONTRACTS

If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Golden Intellect is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Golden Intellect and any User or a partnership or joint venture between Golden Intellect and any User.

With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Golden Intellect’s rights and obligations under the Terms of Service, including the provisions of this Agreement. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms under Terms of Service in whole or in part, in addition to or instead of other such agreements. Only to the extent that they have entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.

The Optional Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. Golden Intellect does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific, and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Golden Intellect expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

Please refer to the Golden Intellect Payroll Agreement for Service Contracts using Golden Intellect Payroll.

  1. RECONCILIATIONS AMONG USERS

Golden Intellect is not obligated to provide any dispute assistance beyond what it decides to provide in an particular instance.

If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Golden Intellect to take or refrain from taking any action with respect to an Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Golden Intellect, we be paid in full for any amount to which we would otherwise be entitled; and (c) be paid for reasonable value of the services to be rendered pursuant to such order.

  1. CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement with regard to the confidentiality, they agree that this Section 3c. (Confidential Information) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

  1. WORKER CLASSIFICATION

Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Golden Intellect, as detailed below.

  1. WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Golden Intellect and a User.

Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible for and assumes all liability for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly. Client warrants its decisions regarding classification are correct and manner of engaging Freelancers complies with applicable laws, regulations, and rules. Golden Intellect will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Golden Intellect has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.

  1. GOLDEN INTELLECT FEES

Section 5 describes what fees you agree to pay to Golden Intellect in exchange for Golden Intellect providing the Site and Site Services to you and what taxes Golden Intellect may collect, as detailed below.

  1. FEES FOR FREELANCERS

Service Fees. Freelancers will pay Golden Intellect a service fee for the use of the Site as set forth in the Fee and ACH Authorization Agreement and the Direct Contract Terms, for the Site Services, including the communication, invoicing, reporting, payment-related dispute resolution and services (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by the Freelancer. As a result of the preceding sentences of this Section 5(a), Freelancer hereby irrevocably authorizes and instructs Golden Intellect to deduct the Service Fee from the Freelancer Account and pay Golden Intellect on Freelancer’s behalf.

Membership Fees and Connects. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees and by purchasing “Connects “as described in and subject to the terms of the Freelancer Membership Agreement.

Disbursement Fees. Freelancers will pay Golden Intellect a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Golden Intellect in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Schedule on the Site as revised from time to time.

In addition to fees charged by Golden Intellect, your disbursement method may also charge activation, maintenance, or other account fees.

  1. CLIENT FEES

Clients pay Golden Intellect a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.

Clients may also choose to pay for a premium membership plan to access additional features and Site Services, as described in the Fee and ACH Authorization Agreement.

Clients do not pay fees if they use the Site solely for Direct Contracts.

  1. VAT AND OTHER TAXES

Golden Intellect may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the “Taxes”). In such instances, any amounts Golden Intellect is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Golden Intellect under the Terms of Service.

  1. NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Golden Intellect does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Golden Intellect merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Golden Intellect does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Golden Intellect does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

  1. PAYMENT TERMS

Notwithstanding any other provision of the Terms of Service or any other provision of this User Agreement, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to Freelancer Fees as we deem appropriate in our sole discretion if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Golden Intellect will release such hold as soon as practicable.

In addition, notwithstanding any other provision of the Terms of Service and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Golden Intellect to (and Golden Intellect will have the right to) charge the applicable Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

  1. NON-PAYMENT.

If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Golden Intellect), Golden Intellect will be entitled to the remedies described in this Section 6(a) in addition to such other remedies that may be available under applicable law. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than thirty (30) days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Golden Intellect within the time period agreed or, if no period is agreed, within thirty (30) days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Golden Intellect for Freelancer Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Golden Intellect upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, Golden Intellect, Golden Intellect, may, without notice, charge all or a portion of any amount that is owed on any Account to Golden Intellect or as Freelancer Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Golden Intellect, Golden Intellect; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Golden Intellect does not guarantee that Client is able to pay or will pay Freelancer Fees and Golden Intellect is not liable for Freelancer Fees if Client is in default. The preceding sentence notwithstanding, if Golden Intellect recovers funds from a Client in default pursuant to this Section 6(a), Golden Intellect will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client or credited by Golden Intellect through any Payment Protection program.

 

  1. NO RETURN OF FUNDS AND NO CHARGEBACKS

Client acknowledges and agrees that Golden Intellect will charge or debit Client’s designated Payment Method for the Freelancer Fees incurred as described in the Fee and ACH Authorization Agreement and that once Golden Intellect charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Golden Intellect, may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

  1. PAYMENT METHODS

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Golden Intellect to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method(s), that Client is authorized by the company or person to use the Payment Method to make payments on Golden Intellect and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants 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 or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Golden Intellect is not liable to any User if Golden Intellect does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Golden Intellect will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.

  1. U.S. DOLLARS.

The Site and the Site Services operate in U.S. Dollars.

  1. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through Golden Intellect for two years from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee; violating this Section 7 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

  1. MAKING PAYMENTS THROUGH GOLDEN INTELLECT

You acknowledge and agree that a substantial portion of the compensation Golden Intellect receives for making the Site available to you is collected through the Service Fee described in Section 5(a) and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Golden Intellect Relationship”). Golden Intellect only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in this Section 7, for twenty-four (24) months from the start of an Golden Intellect Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another user then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, you agree not to:

  • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
  • Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
  • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User.

You agree to notify Golden Intellect immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Golden Intellect here.

You acknowledge and agree that a violation of any provision in this Section 7 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

  1. OPTING OUT. 

You may opt out of the obligations in Section 7 with respect to each Golden Intellect Relationship only if the Client or Freelancer pays Golden Intellect a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Golden Intellect Relationship.

You agree that the Conversion Fee is twelve percent (12%) of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means the highest of (a) the highest hourly rate charged by the Freelancer on any Service Contract, if any; (b) the highest hourly rate proposed by the Freelancer in any proposal, if any; or (c) the hourly rate in the Freelancer’s profile.

The Conversion Fee may be calculated differently for Golden Intellect Relationships when the Client is an Enterprise Client if the Enterprise Client contract with Golden Intellect provides for different terms.

To inquire about or pay the Conversion Fee, send an email message to conversionfee@goldenintellect.com.  You understand and agree that if Golden Intellect determines, in its sole discretion, that you have violated Section 7, Golden Intellect, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within thirty (30) days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Golden Intellect’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

  1. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

 Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Golden Intellect upon request. Nothing in this subsection requires or will be construed as requiring Golden Intellect to supervise or monitor a User’s compliance with this Agreement or the other Terms of Service. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Golden Intellect’s part to store, backup, retain, or grant access to any information or data for any period.

  1. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GOLDEN INTELLECT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOLDEN INTELLECT DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST GOLDEN INTELLECT WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

  1. LIMITATION OF LIABILITY

Section 10 discusses your agreement that Golden Intellect usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.

Golden Intellect is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

  • your use of or your inability to use our Site or Site Services;
  • delays or disruptions in our Site or Site Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
  • damage to your hardware device from the use of the Site or Site Services;
  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
  • a suspension or other action taken with respect to your Account;
  • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL GOLDEN INTELLECT,  OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF GOLDEN INTELLECT,  OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY GOLDEN INTELLECT WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that Golden Intellect is not a party to any contract between Users, you hereby release Golden Intellect,  and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

This release will not apply to a claim that Golden Intellect failed to meet our obligations under the Terms of Service.

  1. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Golden Intellect and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6(a) (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Golden Intellect as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  1. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and Golden Intellect’s agreement about when and how long this Agreement will last, when and how either you or Golden Intellect can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

  1. TERMINATION

Unless both you and Golden Intellect expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@goldenintellect.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Golden Intellect is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree:

  1. you hereby instruct Golden Intellect to close any open contracts;
  2. you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site;
  3. Golden Intellect will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and
  4. you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Golden Intellect for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services. Without limiting Golden Intellect’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if:
    1. you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service;
    2. we suspect or become aware that you have provided false or misleading information to us; or
    3. we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Golden Intellect; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Golden Intellect’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF Golden Intellect DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, GOLDEN INTELLECT HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT Golden Intellect WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
  5. ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Golden Intellect will have no liability whatsoever. Golden Intellect, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

  1. SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Golden Intellect from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. DISPUTES BETWEEN YOU AND GOLDEN INTELLECT

Section 14 discusses your agreement with Golden Intellect and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

  1. DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Golden Intellect, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14(d)(4) below, you, Golden Intellect, agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Golden Intellect (including without limitation any claimed employment with Golden Intellect, the termination of your relationship with Golden Intellect, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, any payments or monies you claim are due to you from Golden Intellect, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Golden Intellect or the termination of that relationship.

Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

  1. CHOICE OF LAW

The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

  1. INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and Golden Intellect agree to first notify each other of the Claim. You agree to notify Golden Intellect of the Claim by email to legalnotices@goldenintellect.com, and Golden Intellect agrees to provide to you a notice at your email address on file (in each case, a “Notice”).

You and Golden Intellect then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Golden Intellect, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Golden Intellect will have sixty (60) days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

  1. BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES). 

This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within sixty (60) days of the receipt of the applicable Notice, you, Golden Intellect, agree to resolve the Claim by final and binding arbitration before an arbitrator who shall be chosen by Golden Intellect in its sole and absolute discretion.

  1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION.  This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Golden Intellect ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Palm Beach County, Florida in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within twenty-five (25) miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within twenty-five (25) miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Golden Intellect will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Golden Intellect to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Golden Intellect to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between Golden Intellect and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14(d)(iv), below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.

This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Golden Intellect will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

  1. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION. This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14(d)(iii), below, of this Arbitration Provision is deemed to be unenforceable, you and Golden Intellect agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

  1. CLASS AND COLLECTIVE WAIVER. Private attorney general representative actions under the Florida Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Golden Intellect agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action; and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Golden Intellect agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Golden Intellect may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
  2. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

You may opt out of the Arbitration Provision contained in this Section 14 by notifying Golden Intellect in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Golden Intellect via email legalnotices@goldenintellect.comthat includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.

If you do not opt out as provided in this Section 14(d)(iv), continuing your relationship with Golden Intellect constitutes mutual acceptance of the terms of this Arbitration Provision by you and Golden Intellect. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

  1. ENFORCEMENT OF THIS ARBITRATION PROVISION. This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14(d)(iii), above, is deemed to be unenforceable, you and Golden Intellect agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
  1. GENERAL

Section 15 discusses additional terms of the agreement between you and Golden Intellect, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

  1. ENTIRE AGREEMENT. This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Golden Intellect relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Golden Intellect drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Golden Intellect because of the authorship of any provision of the Terms of Service.
  2. MODIFICATIONS; WAIVER. No modification or amendment to the Terms of Service will be binding upon Golden Intellect unless they are agreed in a written instrument signed by a duly authorized representative of Golden Intellect or posted on the Site by Golden Intellect. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
  3. ASSIGNABILITY. User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Golden Intellect’s prior written consent in the form of a written instrument signed by a duly authorized representative of Golden Intellect. Golden Intellect may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
  4. SEVERABILITY; INTERPRETATION. If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  5. FORCE MAJEURE. The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period 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 conditions beyond the reasonable control of such party.
  6. ACCESS OF THE SITE OUTSIDE THE UNITED STATES.  Golden Intellect makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

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

  1. CONSENT TO USE ELECTRONIC RECORDS. In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from Golden Intellect, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
  1. DEFINITIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service:

(“Client”) means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Freelancer Services, including from another User.

(“Confidential Information”) means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

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

(“Freelancer”) means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Freelancer Services to Clients. A Freelancer is a customer of Golden Intellect with respect to use of the Site and Site Services.

(“Freelancer Fees”) means any payments made by a Client to a Freelancer.

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

The term “including” as used herein means including without limitation.

(“Intellectual Property Rights”) means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

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

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

 (“Service Contract”) means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project.

(“Substantial Change”) means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

(“Golden Intellect App”) means the online platform accessed using Golden Intellect’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

(“User Content”) means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Golden Intellect, including such content or information that is posted as a result of questions.

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

 

  1. Golden Intellect Cookie Policy

This policy describes how Golden Intellect uses cookies on http://www.goldenintellect.com (the “Site”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Site. This policy is effect August 23, 2020. Your continued use of the Site after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Site, you agree that we can use the cookies describes in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

What are cookies?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them – or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

What are cookies used for?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

What types of cookies does Golden Intellect use?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, Golden Intellect uses all of these categories on the Site. You can find out more about each cookie category in the sections below.

Strictly Necessary Cookies

These cookies are essential, as they enable you to move around the Site and uses its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.

Performance Cookies

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.

Functionality Cookies

These cookies allow the Site to remember choices you make (such as your username, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

Flash Cookies

We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.

Tailored Content Cookies

Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.

Targeting Cookies

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

How long will cookies stay on my browsing device?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

First and third-party cookies

First party cookies are cookies that belong to us, while third-party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the site.

How to control and delete cookies through your browser

The browser you are using the view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help”, “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site for example applying for a job or posting a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at https://www.allaboutcookies.org/.

Contacting Us

If you have any questions about this Cookie Policy, please contact us at https://www.goldenintellect.com/contact-us/.

 

  1. Golden Intellect Hourly Bonus and Expense Payment Agreement with Escrow

If Client and Freelancer enter into an Hourly Contract, if Client makes a bonus or expense payment to Freelancer, or if you use Golden Intellect Payroll, this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”) applies.

To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. The Escrow Instructions in this Agreement do not apply to Fixed-Price Escrow Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts.

  1. DIGITAL SIGNATURE

By clicking to accept an Hourly Contract or make a bonus payment, Client and Freelancer are deemed to have executed this Agreement electronically, effective on the date Freelancer clicks to accept an Hourly Contract, pursuant to California Civil Code 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act”). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement and the Escrow Instructions it contains.

  1. MAKING OR RECEIVING AN HOURLY PAYMENT
    1. WEEKLY HOURLY VOICES

For Hourly Contracts, the weekly billing cycles starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on Golden Intellect in the Work Diary are generated each Monday following the week in which the hours were billed (“the Hourly Invoice Deadline”). Freelancer irrevocably authorizes and instructs Golden Intellect, as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours that the freelancer recorded in the Work Diary before the Hourly Invoice Deadline (such invoice, the “Hourly Invoice”); and (ii) submit the Hourly Invoice on behalf of Freelancer to Freelancer’s Client for payment. For the avoidance of doubt, the “Work Diary” is the section Golden Intellect where hours can be recorded on an Hourly Contract.

By recording time in the Work Diary and allowing an Hourly invoice to be created based on the time recorded, Freelancer represents and warrants that (y) Freelancer has completed the applicable Freelancer Services fully and satisfactorily; and (z) the hours Freelancer reports are true, accurate, and complete.

  1. HOURLY INVOICE REVIEW

Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all of the time invoiced on the Hourly Invoice.

On the Friday of the week following submission of the Hourly Invoice, Client will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed Golden Intellect to release escrow funds as described in this Agreement.

Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the Golden Intellect website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs Golden Intellect to release payments for those hours to be paid to the Staffing Provider by Client’s account each Monday following the week in which the hours were worked. Client may not reject time or file Dispute for a Payroll Employee time worked.

  1. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to Freelancer using the Site. To make a payment to a Freelancer, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Freelancer, Client irrevocably instructs Golden Intellect Escrow to and Golden Intellect Escrow will release escrow funds as described in this Agreement.

  1. INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to Golden Intellect to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledged and agrees upon receipt of Client’s instructions to pay Freelancer, Golden Intellect will transfer funds to the Freelancer and that Golden Intellect have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Golden Intellect has charged Client’s Payment Method, the charge is non-refundable.

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

In addition, Golden Intellect is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Freelancer Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or Terms of Service. The amount of the Release will be delivered to the Freelancer Escrow Account, in accordance with Freelancer’s and Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

  1. RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Conditions” means any of the following:

  1. Client and Freelancer have submitted joint written instructions for a Release.
  2. Client has approved all or a portion of the Freelancer’s Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
  3. Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of Golden Intellect Payroll.
  4. Golden Intellect reviews Client’s dispute of amounts invoiced on Freelancer’s Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client’s Instructions.
  5. Client initiates a Dispute with respect to Freelancer’s Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of Golden Intellect.
  6. Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  7. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Golden Intellect’s Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct Golden Intellect to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
  1.  PAYMENT PROTECTION

Golden Intellect provides limited payment protection to Users as detailed in this Section 6 (“Hourly Payment Protection”).

  1. FOR FREELANCERS

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by a Freelancer, Golden Intellect will provide Hourly Payment Protection to the Freelancer as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Freelancer only if all of the following criteria are met in Golden Intellect’s sole discretion.

  1. Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
  2. Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by Freelancer through Work Diaries.
  3. Freelancer’s Account must be in good standing.
  4. Freelancer must have used Work Diaries enabled to document any and all hours covered by the Hourly Payment Protection for Freelancers.
  5. Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the Work relates to the Hourly Contract.
  6. The screenshots documented by Work Diaries must be clearly related the applicable Hourly Contract requirements or Client instructions.
  7. The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
  8. Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.

Golden Intellect will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) manual time; (e) time added after Client has disputed a billing and before the resolution of that dispute; (g) Fixed-Price Contracts; (f) hours reported by Payroll Employees; (h) any payments on Hourly Contracts where the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (i) hours billed by Freelancers whom Golden Intellect believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (j) Freelancers whom Golden Intellect believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.

The maximum rate per hour protected by Golden Intellect to Freelancer under the Hourly Payment Protection for Freelancers is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Freelancer on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Freelancer’s area (such determination to be made in Golden Intellect’s sole discretion). The maximum amount of coverage under the Hourly Payment Protection for the life of a relationship between the same Client and Freelancer is $2,500 or 50 hours logged in Work Diary, whichever is less.

  1. FOR CLIENTS

Freelancer authorizes and instructs Golden Intellect to adjust the Hourly Invoice to remove invoiced hours that are not (a) clearly related to either the Hourly Contract Terms or work agreed to by the Client, and (b) within the hours authorized in the Hourly Contract for the week, subject to and conditioned on the following terms:

  • Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.
  • Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices. Within the Hourly Invoice Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries.

Golden Intellect will investigate and determine its sole discretion whether the above terms and   conditions are met.

Hourly Protection for Clients only protects Client from the obligation to pay for Freelancer’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the Work Diaries. If Client has requested that the Freelancer use functionality of the Site or third-party software that hides, blurs, or distorts images in the Work Diary, the screenshots will be deemed to be “clearly related” to the Hourly Contract requirements for purposes of the Client’s eligibility for Hourly Payment Protection. Hourly Payment Protection for Clients does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.

Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) Hourly Contracts using Golden Intellect Payroll; or (3) hours billed by Freelancers who are aware of or complicit in another User’s violation of this Agreement or the Terms of Service.

  1. GOLDEN INTELLECT FIXED PRICE ESCROW INSTRUCTIONS

Golden Intellect is committed to helping users experiencing hardships. To that end, Golden Intellect may extend or accommodate requests for extension of deadlines imposed by Section 6 of these Fixed-Price Escrow Instructions and related to disputes subject to the Dispute Assistance Program.*

If a Client and a Freelancer enter into a Fixed-Price Contract, these Fixed-Price Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Contracts.

1. DIGITAL SIGNATURE

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Freelancer clicks to accept the engagement, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

2. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Golden Intellect to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Client clicks to release funds to Freelancer.
  2. Client does not take any action for 14 days from the date of a Freelancer’s Release request, in which case Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with to the applicable milestone in connection with such Release request.
  3. Freelancer cancels the contract before a milestone payment has been released to Freelancer, in which case the funds are to be returned to the Client.
  4. Client and Freelancer have submitted joint written instructions for a Release to either Freelancer Escrow Account or Client Escrow Account, as applicable.
  5. Client and Freelancer agree to close the contract without release of funds, in which case the funds are to be returned to the Client.
  6. Client or Freelancer has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Assistance Program, in which case the funds are released to the Party that has made its Arbitration Payment.
  7. Both Client and Freelancer have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Program, in which case the funds are released to the Client.
  8. Client or Freelancer has failed timely to respond to an Golden Intellect Dispute Assistance notification as required by the Dispute Assistance Program, in which case the funds are released to the User that has participated.
  9. Client or Freelancer otherwise has failed to comply with the Dispute Assistance Program, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program.
  10. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program, in which case the funds will be released in accordance with such award.
  11. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  12. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Golden Intellect's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Golden Intellect to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

3. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Golden Intellect and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Golden Intellect and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Golden Intellect will transfer funds to the Freelancer and that Golden Intellect, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Golden Intellect or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

4. DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Golden Intellect has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, Status Report submittals, or actions under the Fixed Price Dispute Assistance Program.

A "Dormant Engagement" is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

  1. Golden Intellect will notify Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, Golden Intellect will notify the Freelancer that the Fixed-Price Contract is Dormant.
  3. If neither Freelancer nor Client take any action for 7 days after the Dormant Date, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release escrow funds to Client.
  4. If Freelancer submits a Release request and client does not take any action for 14 days from the date of the Release request, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Freelancer the amount related to the milestone with Release request.
  5. All funds released to Freelancer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.

5. REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Freelancer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Freelancer by following the steps below.

5.1 CANCELLATION BY FREELANCER

If Freelancer wants to cancel a contract with funds held in escrow, Freelancer must click to close the contract. When Freelancer clicks to close the contract, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract.

5.2 CANCELLATION BY CLIENT

If Client wants to cancel a contract with funds held in escrow, Client must click to close the contract. Freelancer must either click to approve or dispute the Client’s cancellation within 7 days. If Freelancer approves the cancellation, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Client all escrow funds associated with the contract. If Freelancer is using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Freelancer must dispute the Client’s cancellation via support ticket within 7 days. If Freelancer takes no action within 7 days from the date notification of the cancellation is sent to Freelancer, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract. If Freelancer disputes the cancellation, Freelancer and Client will be offered Golden Intellect Dispute Assistance (as defined in Section 6).

6. DISPUTE ASSISTANCE PROGRAM

If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, Golden Intellect provides this Dispute Assistance Program as a mechanism to resolve the Dispute.

6.1 DEFINITIONS AND KEY DATES

  1. “Arbitration” means binding non-appearance based Arbitration by a neutral third party as described in Section 6.
  2. “Arbitration Payment” means Client’s or Freelancer’s applicable portion of the costs of Arbitration as more particularly described in this Section 6.
  3. “Arbitration Limitations Date” means the date 30 days after the date a Dispute is filed via the Site or via support ticket with Golden Intellect.
  4. "Contract Room" means the contract room on the Site for the particular Fixed-Price Contract, including the contract terms, messages and files, and milestones and payments.
  5. Dispute” means a dispute between a Client and Freelancer concerning a Fixed-Price Contract and covered by this Dispute Assistance Program.
  6. “Dispute Assistance Deadline” means the date 30 days after the Client was billed for the last milestone.
  7. Dispute Assistance Program” means the Dispute assistance program set forth in this Section 6.
  8. “Golden Intellect Dispute Assistance” means the Dispute assistance provided by Golden Intellect as set forth in this Section 6.

6.2 AVAILABILITY OF GOLDEN INTELLECT DISPUTE ASSISTANCE

Dispute Assistance is only available (i) after initial funding of the Fixed Price Escrow Account associated with the Fixed-Price Contract, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Freelancer or the Client via the Site after the Dispute Assistance Deadline.

6.3 NON-BINDING ASSISTANCE

Golden Intellect will first attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution.

  • The Golden Intellect Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
  • If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
  • The proposed resolution is non-binding; Client and Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Golden Intellect is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
  • If Client or Freelancer rejects Golden Intellect’s proposed, non-binding resolution, they may proceed to Arbitration. If Client and Freelancer do not choose to arbitrate, Freelancer and Client agree that Golden Intellect is authorized and irrevocably instructed to immediately release to Client all funds held in Escrow.
  • If Client or Freelancer chooses to arbitrate by notifying Golden Intellect via support ticket of their intent to arbitrate, Golden Intellect will notify both Client and Freelancer via ticket that they must make the Arbitration Payment within 5 business days of the notice (the “First Arbitration Notice“). If both parties make the Arbitration Payment (including after initial notice of non-payment), then Golden Intellect will deliver instructions for initiating Arbitration.
  • If Client or Freelancer does not make the Arbitration Payment within 5 business days of the First Arbitration Notice, Freelancer and Client will be deemed to have irrevocably authorized and instructed Golden Intellect to, and Golden Intellect will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, Golden Intellect will close the Dispute.
  • If Client and Freelancer both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have authorized and instructed Golden Intellect to, and Golden Intellect will, release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account, if no funds remain Golden Intellect will close the Dispute.

6.4 ARBITRATION FOR A FIXED-PRICE CONTRACT

Except for Fixed-Price Contracts where the Client is an Enterprise Client (defined in the Fee and ACH Authorization Agreement), Freelancer and Client each has the right to demand Arbitration of a Fixed-Price Contract before the Arbitration Limitations Date if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. If either Client or Freelancer demands Arbitration in accordance with these Escrow Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any such Arbitration will be conducted by a neutral third-party Arbitration service: the American Arbitration Association (the “AAA”).The Arbitration rules and fees for each are set out in Appendix A to these Escrow Instructions. By default, Arbitration will be conducted by AAA unless Golden Intellect chooses another Arbitration service.

6.5 FILING THE CASE WITH THE ARBITRATOR

When a User demands Arbitration (the “Arbitration Plaintiff”), or when the circumstances dictate that Golden Intellect notify a User of its right to file for Arbitration as described above, Golden Intellect will provide the User with instructions on initiating the Arbitration. After the parties have initiated the Arbitration, Golden Intellect will provide the arbitrator with supporting documentation including but not limited to the documents submitted to Golden Intellect during the dispute resolution process, information available via the Site, and access to the Site.

If the Arbitration Plaintiff makes the Arbitration Payment, Golden Intellect will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to make the Arbitration Payment and submit to such Arbitration within 5 business days after the First Arbitration Notice, Golden Intellect will suspend the Arbitration Respondent’s account, and both parties will be deemed to have irrevocably authorized and instructed Golden Intellect to, and Golden Intellect will, release the funds sought by the Arbitration Plaintiff in the demand for Arbitration to the Arbitration Plaintiff, to the extent such funds remain in the Fixed-Price Escrow Account. If no funds remain in the Fixed-Price Escrow Account, Golden Intellect will close the Dispute.

If both parties pay their portion of the Arbitration fees, Golden Intellect will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, Golden Intellect will provide the arbitrator with relevant documentation, including information collected in the informal dispute process and contents of the Contract Room.

6.6 AUTHORIZATION TO COLLECT ARBITRATION FEES

When you electronically authorize payment of the invoice for the Arbitration Payment as delivered to you by Golden Intellect by email, you irrevocably authorize and instruct (i) Golden Intellect or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) Golden Intellect, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Golden Intellect. If Golden Intellect or its Affiliates cannot collect sufficient funds to fulfill the Escrow for any reason, Golden Intellect has no obligation with respect to making the payment to Golden Intellect on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Section 6.

6.7 LIMITATIONS PERIOD FOR ARBITRATIONS

If both Freelancer and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have irrevocably authorized and instructed Golden Intellect to, and Golden Intellect will, release all funds in the Fixed-Price Escrow Account to Client.

6.8 ARBITRATION AWARD

You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to Golden Intellect, then Golden Intellect and Golden Intellect have the right to treat such notice as conclusive and act in reliance thereon.

6.9 SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.

7. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Golden Intellect to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Golden Intellect, for checking their email and for responding to notices sent by Golden Intellect to the User’s registered email address.

8. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, and Golden Intellect will have the right to take any other action, including suspension or termination of your Account, and any other legal action as Golden Intellect deems appropriate in its sole discretion.

9. ABUSE

Golden Intellect, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Golden Intellect believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION

This Appendix A summarizes certain pertinent contractual terms that American Arbitration Association (the "AAA") has agreed to in providing arbitration services to Clients and Freelancers who choose the AAA as their arbitrator under the Fixed-Price Escrow Instructions. The AAA is solely a third-party arbitration service provider. Golden Intellect and our affiliates have no direct or indirect affiliate, partnership, joint venture, ownership or control relationship with or interest in the AAA. Golden Intellect and our Affiliates assume no responsibility or liability for the services of the AAA.

APPOINTMENT OF THE ARBITRATOR

All Arbitrations by the AAA are conducted by a single arbitrator.

The AAA will provide the parties the opportunity to participate in arbitrator selection through a strike-and-rank process of pre-qualified arbitrators.

  1. Each party will be provided with an identical list of five potential arbitrators and may have up to three calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within five calendar days, all persons named therein will be deemed acceptable.
  2. From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.
  3. Any arbitrator will be impartial and independent and will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.
  4. Neither Golden Intellect nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, Golden Intellect and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site, and the Contract Room, and the information contained therein, associated with the Fixed-Price Contract in Dispute.

RULES OF THE PROCEEDINGS

  1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
  2. The Arbitration Plaintiff may submit a statement of the case (“Initial Statement”), not to exceed 1,500 words, within three business days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Contract Room.
  3. The Arbitration Respondent may submit a response (“Response Statement”), not to exceed 1,500 words, within three business days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Contract Room.
  4. Either party may elect to use their dispute notice form or dispute response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.
  5. All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Contract Room contents at the time the Dispute was submitted to the Golden Intellect Dispute resolution process. Any communication taking place outside the Contract Room must have been posted to the Contract Room within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Contract Room contents and material submitted to initiate the Arbitration. The failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.
  6. The language of the Arbitration will be English.
  7. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.
  8. The Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.
  9. Communications by either party to the arbitrator will be shared with all parties.
  10. All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.
  11. Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.

THE AWARD

The AAA will provide Golden Intellect and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide, but is not required to provide, written reasons for the Award to the parties.

FEES

The fee for Arbitrations by the AAA is $875, regardless of the amount at issue.

Each of the Dispute Parties and Golden Intellect will share the cost equally ($291 each).

Client and Freelancer will solely bear and pay any other costs it incurs related to the Arbitration.

  1. GOLDEN INTELLECT FREELANCER MEMBERSHIP AGREEMENT

This Freelancer Membership Agreement (“Agreement”) is between you and Golden Intellect as described below in Section 1 (Parties). This Agreement is part of and incorporates by reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.

1. PARTIES

You are entering into this Agreement with Golden Intellect (also referred to as “we” and “us”).

If you reside in the United States, you are entering into this Agreement with Golden Intellect.

2. FREELANCER MEMBERSHIP PROGRAMS

Golden Intellect offers several membership programs for Freelancers and Agencies. For purposes of this Agreement, “Member” or “you” means a Freelancer or Agency participating in a membership program.

Each membership program includes a certain number of “Connects,” which reserve monthly capacity for you to submit proposals for Clients' posted Projects, as described on the Site here. If your membership program does not include Connects or your membership otherwise gives to the right to purchase additional Connects, you may do so for the price advertised on the Site at the time of the purchase, subject to a cap determined by your membership program, if applicable. Connects that you do not use will be rolled over to the next month as described on the Site. The conditions under which unused Connects will rollover into the next month may vary from time to time and will depend on your membership program.

Golden Intellect reserves the right to change membership fees, change the monthly number of Connects included in each membership program, change the price for Connects or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Golden Intellect exercises its right to cancel a membership, we will not refund the membership fee already paid.

3. TAXES

Where applicable, Golden Intellect may also collect Taxes on membership fees and the cost for Connects.

4. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your Golden Intellect membership fees and Connects through your Golden Intellect Account. The membership billing period begins on the date that we receive payment. Golden Intellect membership fees are calculated from the beginning of that billing period. Golden Intellect automatically renews your Golden Intellect monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to Golden Intellect on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

5. CHANGES TO MEMBERSHIP PROGRAM

You can change your membership program at any time, including by moving to an unpaid plan, by going to the Site here. If you change your membership program, the new program and new billing period will be based upon the date Golden Intellect receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership plan as described in this Agreement. Golden Intellect reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site.

For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support at https://www.goldenintellect.com/contact-us/.

  1. GOLDEN INTELLECT PROPRIETARY RIGHTS INFRINGEMENT REPORTING PROCEDURES

Golden Intellect, LLC. (“Golden”, “Intellect”, “Golden Intellect”, “our”, “us”,  or “we”) provides these Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.goldenintellect.com. These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.

If you are a proprietary rights owner and you believe someone is using Golden Intellect to infringe your proprietary rights, you may provide Golden Intellect with the notice described below (the “Notice”) to Golden Intellect’s Legal Department by email to legalnotices@goldenintellect.com. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512©(3) (“DMCA”). The Legal Department is Golden Intellect’s designated agent under the DMCA.

In response to your Notice, Golden Intellect may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.

Please include the following items in your Notice, and number them as follows:

  1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
  2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
  3. Identify yourself by name. Provide your address, telephone number, and email address.
  4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
  5. Include the following statement: “I have good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
  6. Include the following statement: “The information in this notice is accurate.”
  7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
  8. Sign and date the Notice.

The owner or administrator of the allegedly infringing material may provide Golden Intellect with a Counter Notice by email to legalnotices@goldenintellect.com. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

In response to a Counter Notice, Golden Intellect may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.

Please include the following items in your Counter Notice, and number them as follows:

  1. Identify the website, webpage, posting, profile, feedback, or other material that Golden Intellect has removed or to which Golden Intellect has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
  2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
  3. Include a statement that you can consent to the jurisdiction of the Federal District Court for the judicial in which your address is located (or Broward County, Florida, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign and date the Counter Notice.

Please bear in mind that Golden Intellect cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.   

  1. GOLDEN INTELLECT SOFTWARE LICENSING AGREEMENT

Golden Intellect, LLC. (“Golden”, “Intellect”, “Golden Intellect”, “our”, “us”,  or “we”) provides these Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.goldenintellect.com. These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.

If you are a proprietary rights owner and you believe someone is using Golden Intellect to infringe your proprietary rights, you may provide Golden Intellect with the notice described below (the “Notice”) to Golden Intellect’s Legal Department by email to legalnotices@goldenintellect.com. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512©(3) (“DMCA”). The Legal Department is Golden Intellect’s designated agent under the DMCA.

In response to your Notice, Golden Intellect may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.

Please include the following items in your Notice, and number them as follows:

  1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
  2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
  3. Identify yourself by name. Provide your address, telephone number, and email address.
  4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
  5. Include the following statement: “I have good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
  6. Include the following statement: “The information in this notice is accurate.”
  7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
  8. Sign and date the Notice.

The owner or administrator of the allegedly infringing material may provide Golden Intellect with a Counter Notice by email to legalnotices@goldenintellect.com. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

In response to a Counter Notice, Golden Intellect may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.

Please include the following items in your Counter Notice, and number them as follows:

  1. Identify the website, webpage, posting, profile, feedback, or other material that Golden Intellect has removed or to which Golden Intellect has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
  2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
  3. Include a statement that you can consent to the jurisdiction of the Federal District Court for the judicial in which your address is located (or Broward County, Florida, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign and date the Counter Notice.

Please bear in mind that Golden Intellect cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.   

  1. GOLDEN INTELLECT SOFTWARE LICENSING AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and Golden Intellect (“Golden”, “Intellect”, “Golden Intellect”, “we”, or “us”). This EULA governs your use of the Golden Intellect software that may be distributed therewith (collectively the “Software”). Golden Intellect agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in the EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreement with us concerning your use of the goldenintellect.com website (the “Site”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the Golden Intellect Terms of Service (“the Terms of Service”). Please also see the Golden Intellect Privacy Policy (the “Privacy Policy”) at https://www.goldenintellect.com/legal/privacy-policy/. Capitalized terms not defined in this EULA are defined in the Terms of Service.

  1. CONDITIONAL LICENSE.
    1. License Grant:

Subject to your compliance with the terms and conditions of this EULA, Golden Intellect grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.

  1. Restrictions on Use:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of Golden Intellect. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through Software.

  1. Intellectual Property Rights:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to Golden Intellect or its licensors or third-party providers. You acknowledge that Golden Intellect or its licensors or third-party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by Golden Intellect, its licensors or third-party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

  1. DISCLAIMER OF WARRANTIES.
    1. 1 “AS IS”; No Warranty:

THE SOFTWARE IS PROVIDED BY GOLDEN INTELLECT AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. GOLDEN INTELLECT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. GOLDEN INTELLECT DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

  1. 2 Privacy Disclaimer:

TO THE EXTENT FULLY PERMITTED BY LAW, GOLDEN INTELLECT DISCLAIMS LIABILITY IN THE EVENT OF THE UNATHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

  1. 3 Jurisdictional Limitations:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

  1. 4 Survival of Disclaimer:

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

3.0 Limitation of liability

3.1.    Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL GOLDEN INTELLECT, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF GOLDEN INTELLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

      3.2.               Damages Cap:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, GOLDEN INTELLECT’S, LICENSORS’ AND THIRD-PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OR DEFAULT UNDER THIS AGREEMENT BY GOLDEN INTELLECT.

4.0 INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Golden Intellect and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third-party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. Golden Intellect reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

5.0 PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to Golden Intellect. These Screenshots may be displayed in the GOLDEN INTELLECT work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is Active, such confidential information may be included in a Screenshot, transmitted to Golden Intellect, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to Golden Intellect, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that Golden Intellect is not liable to you for security breaches resulting from your use of the Software or otherwise.

6.0 NO NOTICE OF UPDATES

Golden Intellect reserves the right to modify or change the EULA from time to time without notice to You. The latest version will be available on the Site. Golden Intellect also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

7.0 EXPORT CONTROLS

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department ‘s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

8.0 TERM AND TERMINATION:

8.1 TERMINATION:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by Golden Intellect or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from Golden Intellect if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to Golden Intellect that all copies have been destroyed.

8.2 Survival of TERMINATION:

Sections 1, 2, 3, 4, 5, 6, 7, 8.2, and 9 of these terms will survive any termination of this EULA.   The termination of this EULA does not limit Golden Intellect’s other rights it may have by law.

9.0 MISCELLANEOUS PROVISIONS:

  9.1. Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

  9.2. Audit.

You agree that, on Golden Intellect’s request, you will certify in writing your compliance with the terms of this EULA.

  9.3. Assignment.

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of Golden Intellect, at our sole discretion. Notwithstanding the foregoing, Golden Intellect may assign or transfer this EULA, or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

 9.4. Entire Agreement.

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

  1. GOLDEN INTELLECT NONDISCRIMINATION STATEMENT

Golden Intellect’s mission is to provide an online marketplace that empowers its users. Key to our mission is the marketplace should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, disability status, veteran status, marital status, or other similarly protected characteristics. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on Golden Intellect by any member of our community. Golden Intellect does not require Users to violate local laws or take actions that may subject them to legal liability. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at legalnotices@goldenintellect.com.