Introduction

The following Terms of Service, which include the Site Policies, are a contractual agreement between you and Socialance. The Terms of Service together with the Site Policies are collectively referred to as the "Terms of Service". By visiting or using the services available from the domain and sub-domains of www.socialance.com (the "Site"), you are agreeing to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

Services

Socialance makes the Site available as an online marketplace where employers seeking professional services ("Employers") and freelancers offering professional services ("Freelancers") find each other and work together online on "Projects". The Site contains features that enable Employers and Freelancers to do, among other things, the following:
Employers: Create profiles, post Projects, communicate and interact with other users, hire, rate, manage and pay Freelancers.
Freelancers: Create profiles, place bids on Projects, communicate and interact with other users, get hired, rate and receive payments from Employers.

Employer - Freelancer Relationship

Member Contracts

The dealing, contracting and fulfillment of a Project are between an Employer and a Freelancer. Upon acceptance of a bid, the Employer agrees to purchase, and the Freelancer agrees to deliver, the Freelancer Services in accordance with the following agreements: (1) the agreement between Employer and Freelancer including the bid and Terms as accepted on the Site, (2) these Terms of Service, and (3) any other contract uploaded to the Site by the parties (collectively, the "Member Contract"). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Member Contract in conflict with these Terms of Service is void. Employer is responsible for managing, inspecting, accepting and paying for satisfactory Freelancer Services in accordance with the Member Contract in a timely manner. Freelancer is responsible for the performance and quality of the Freelancer Services in accordance with the Member Contract in a timely manner. Employer and Freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

Independent Contractors

Employer and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform the Freelancer Services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture or agency between Freelancer and Employer or between Socialance and any Freelancer or Employer.

Taxes and Reporting

Employers and Freelancers are solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.

Relationship With Socialance

Socialance Not a Party to Projects

Socialance is not a party to the dealing, contracting and fulfillment of a Project between a Employer and a Freelancer, including the Freelancer Services. Socialance has no control over and does not guarantee the quality, safety or legality of Freelancer Services advertised, the truth or accuracy of Project listings, the qualifications, background or abilities of Freelancers or Employers, the ability of Freelancers to deliver Freelancer Services, the ability of Employers to pay for Freelancer Services, or that an Employer or Freelancer can or will actually complete a transaction.
All rights and obligations for the purchase and sale of Freelancer Services are solely between Employer and Freelancer. Employer and Freelancer must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings.

Third-Party Beneficiary of Member Contract

Employer and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Employer and Freelancer therefore appoint Socialance a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Socialance by these Terms of Service. Employer and Freelancer further agree that Socialance has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Socialance in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

No Agency

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

Socialance Fees

When an Employer pays a Freelancer or releases partial payments to a Freelancer through the Site, Socialance deducts the following amounts: (1) the "Platfrom Fee" that Socialance earns for creating, hosting, maintaining, and providing the Site, and for all services delivered by Socialance that are accessible through the Site, and (2) the "Payment Processing Fee" to cover expenses and fees Socialance incurs to banks, credit card companies, PayPal, or other payment gateways and payment processors.
Membership:
The Site is free to use and for the moment does not offer paid memberships.

Exclusivity

Employers: By visiting or using the Site you agree to use Socialance to make all payments to Freelancers you employ on the Site and to make the marketplace a safe environment and allow the Site to collect its Platform fee when applicable. You acknowledge and agree that Socialance earns its Platform fee on all payments you make to a Freelancer. You agree not to take any action directly or indirectly to circumvent these fees. You also agree to notify Socialance immediately if your Freelancer solicits payment from you outside the Site.
Freelancers: By visiting or using the Site, or by communicating with Employers through the Site, you agree to use Socialance to receive all payments from Employers on the Site, to keep the marketplace a safe and fair place for everyone and allow the Site to collect its Platform fee when applicable. You acknowledge and agree that Socialance earns its Platform fee on all payments you receive from Employers. You agree not to take any action directly or indirectly to circumvent these fees. You also agree to notify Socialance immediately if your Employer seeks to pay you outside the Site.

Member Eligibility and Obligations

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with Socialance and become a Member, you must accept all of the terms and conditions in, and linked to, these Terms of Service. By becoming a Member, you agree to: (a) abide by the Socialance Terms of Service and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Terms that you accept, unless such obligations are prohibited by law or by the Socialance Terms of Service. Socialance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

Accounts

To become a Member and access Site Services through our Site you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Employer Account and one Freelancer Account without express written permission from Socialance.
Member represents, warrants, and agrees to grant access to the Account only to Users authorized to act on behalf of the Member and only in accordance with these Terms of Service. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account. You agree (1) not to use any Account, username, or password of another User of the Site that you are not authorized to use and (2) not to allow others who are not authorized to do so to use the Account at any time.
Your Socialance Account (including feedback) is not transferrable, and any transfer or attempted transfer to another party is null and void.

Passwords

When a Member registers an Account, the Member will be asked to choose a password for the Account. The password is always needed when making changes to the Account and when performing certain actions relating to Project or Milestone changes. Login to the Site is done via Facebook, and does not require the Member to type in their password for the Site. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the Account and the password. You authorize Socialance to assume that any person using your Account is either you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account or access to your password.

Third-Party Content

Socialance has no editorial control over content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Socialance does not confirm or verify whether a Freelancer has the expertise and skills, or is qualified or licensed to provide the Freelancer Services or advice being requested. Neither can Socialance verify the authenticity of Endorsements and Recommendations given to users.

Directory of Freelancers

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

Validity of Information

Socialance neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized Socialance employees acting in their official capacities.

Links

This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties. Your access and use of those Web sites, resources or services, will be governed by the terms and policies of the Web site or resource.

Licenses and Site Access

Socialance License to User

Subject to and conditioned on compliance with these Terms of Service, Socialance grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Socialance or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Socialance.
Socialance and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Socialance logo and name are copyrighted by Socialance, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in these Terms of Service confers any license under any of Socialance's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

Access and Interference

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

User License to Socialance

In order to operate the Site, Socialance must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials ("Content") to publicly visible areas of the Site, you grant to Socialance, and you represent and warrant that you have the right to grant, or that any other owner of such Content has expressly granted to Socialance, a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to Socialance to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and incorporate such Content in other works in any form, media or technology now known or later developed.

Term; Termination and Suspension

These Terms of Service shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by Socialance or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) Socialance shall continue to perform those Socialance Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Socialance for any Site Services and to any Freelancers for any Freelancer Services.
Without limiting Socialance's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Socialance or are contrary to the interests of the Site or the Socialance user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.
In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Without limiting Socialance's other remedies, to the extent you engage in actions or activities which circumvent the Socialance Site or otherwise reduce fees owed Socialance under these Terms of Service, you must pay Socialance for all fees owed to Socialance and reimburse Socialance for all losses and costs (including any and all Socialance employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
Socialance reserves the right to terminate any User access, Account or Project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.
When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and bids. The sections entitled "Employer - Freelancer Relationship", "Relationship With Socialance", "Exclusivity", "Third-Party Content", "Licenses and Site Access", "Term; Termination and Suspension", "Disclaimers, Limitations and Exclusions", "Notices and Communications", "Miscellaneous Terms & Conditions", "Defined Terms", and the Site Policies entitled "Billing and Payment Service", and "Arbitration Process", will all survive termination of the contractual agreement between us.

Notification of Socialance Members

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

Disclosures

Socialance is the provider of the service. Members are notified, via this Site, in advance regarding any applicable service charges. Please feel free to contact Socialance Customer Support to resolve a complaint regarding any aspect of service relating to this Site.

Disclaimers, Limitations and Exclusions

Data

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

Warranty Disclaimer

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

Limitation of Liability

IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Release

If you have a dispute with another Member, you release Socialance (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

Indemnity

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

Notices and Communications

Unless you otherwise indicate in writing to Customer Support, Socialance will contact you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Socialance sends it to the email address you have provided to Socialance on the Site, or when Socialance posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Socialance regarding violation, dispute or complaint within two business days, Socialance has the right to terminate or suspend your Project or your Account.
All notices to Socialance intended to have a legal effect concerning these Terms of Service must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
SOCIALANCE LIMITED
FLAT 3
156 ABBEY STREET
LONDON
UNITED KINGDOM
SE1 3NR
Such notices to Socialance are deemed effective upon receipt.

Miscellaneous Terms and Conditions

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Socialance will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Socialance. No delay or omission by Socialance in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Socialance, and any attempt to do so will be null and void. Socialance may assign these Terms of Service in its discretion.
Except for the payment of fees to Socialance, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect. These Terms of Service and all documents referenced in these Terms of Service (including the Site Policies listed) comprise the entire agreement between you and Socialance with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.

Defined Terms

Any capitalized term not otherwise defined in these Terms of Service has the meaning given such term on the Site. As used throughout these Terms of Service:
"Account" means the Socialance Account you open when you register to become a Member and use the Site Services.
"Employer" means a Member that seeks and purchases Freelancer Services or hires a Freelancer through the Site.
"Socialance Services" means the creation, hosting, maintenance, and provision of the Site and all services delivered by Socialance that are accessible through the Site. The term Socialance Services does not include Freelancer Services or Third-Party Services.
"Member" means a person or legal entity that registers for an Account.
"Payment Service" means the Socialance Billing and Payment Service.
"Freelancer" means a Member that offers and delivers Freelancer Services or is hired by an Employer through the Site.
"Freelancer Services" means all services delivered by Freelancers.
"Site Policies" means these Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Including, without limitation, the "Billing & Payment Service", "Site Usage" and "Arbitration Process".
"Site Services" means all services that are accessible through the Site except Freelancer Services.
"Terms" means the terms of engagement accepted by an Employer and a Freelancer. Terms may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations.
"Third-Party Services" means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include Socialance Services or Freelancer Services.
"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Member or User.
"Project page" means the place on the Site where an Employer and a Freelancer can communicate and work together on a Project.
"Milestone page" means a part of a Project that has been set and defined at the beginning of the Project.
"you" means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, "you" means the Member for which the Site Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).

Site Policies

These Terms of Service hereby incorporate all terms and conditions, rules, policies, and guidelines on the Site, including:

Billing and Payment Service, Privacy Policy, Site Usage and Arbitration Process.

Legal Nature of Payment Service

Disputes Between Employers and Freelancers

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

Paying for Services

To pay a Freelancer using the Payment Service, Employer must follow the instructions and links on the Site and provide the information requested. Employer must be a Member that holds a Verified PayPal account or any other account with a compatible payment processor company.
When an Employer instructs Socialance to pay a Freelancer using the Payment Service, such instruction is: (1) Employer's representation that it has inspected the work and the Freelancer has completed the applicable Freelancer Services fully and satisfactorily; (2) Employer's final acceptance of the Freelancer Services; and (3) Employer's irrevocable instruction to Socialance to pay the Freelancer. Once Socialance has paid funds to the Freelancer, Employer agrees NOT to ask its credit card company or bank to charge back any amount to Socialance for any reason. If Employer does so, Employer hereby agrees to repay Socialance for such amounts, plus reasonable attorney fees and costs of collection.

Funding Escrow

When an Employer funds a Project Milestone on the Site, the Employer irrevocably authorizes Socialance to use the Payment Service to charge Employer's Account and, as appropriate, Employer's bank or PayPal account in the amount of the applicable transaction, and deposit any amounts collected thereby as escrow for the Project. If Socialance cannot collect such amount for any reason, Socialance has no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow.

Use of Funds in Escrow

Socialance uses funds in escrow only in accordance with the Escrow Instructions. Socialance will not voluntarily make funds escrowed account available to its creditors in the event of a bankruptcy or for any other purpose. These General Escrow Instructions are supplementary to the Terms, the Socialance Terms of Service, and to any other agreement between Employer and Freelancer concerning the Project.

Escrow Deposit

You agree that you will not receive interest or other earnings on the funds in the escrow. Socialance may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances held as escrow.

Escrow Disputes

Escrow During Arbitration Process

During the Arbitration Process, Socialance will continue to hold the Escrow without Release pending a Release Condition.

Release of Escrow

Upon any Release, the amount released will cease from being in escrow. Upon Release of Escrow funds for the final Milestone the entire escrow will terminate.

Releases are Final

Your approval of a Release of any amount in escrow constitutes your agreement to release such amounts from Escrow. Any such release is final.

Term and Termination of Escrow

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

Survival of Terms Following Termination

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

Miscellaneous Payment Service Terms

Authorized Payments are Final

Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your PayPal account or other compatible service. Such payments, once authorized, are final.

Erroneous or Duplicate Transactions; Charge Backs

Socialance reserves the right to seek reimbursement from you, and you will reimburse Socialance, if Socialance discovers erroneous or duplicate transactions, or Socialance receives a charge back from any Employer's bank, PayPal or other compatible service for any reason. You agree that Socialance has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.

Currency

The Payment Service operates in US Dollars and therefore Socialance is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Socialance responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to Socialance in currency other than US Dollars may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.

Withdrawal of Funds

To withdraw funds from Escrow, the Employer must have marked a milestone as completed. Withdrawals shall be subject to the conditions and restrictions contained on the Site and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Socialance determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Service, Socialance has the right to refuse to process the withdrawal.

Hold on Funds

Socialance reserves the right, at its sole discretion, to place a hold on funds for Employer payments to clear, or if Socialance suspects monies may be subject to charge back or if fraud is suspected. Socialance will release a hold as soon as practical.

Agreement to Pay

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

Posting Information and Content

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

Posting Projects

As a Employer, when posting Projects and hiring Freelancers, you agree to the following guidelines:
Post Projects with clear scope, well-defined deliverables and required time frames. Do not hesitate to contact Customer Support for assistance.
Understand that restricting the visibility of Projects only hides it from the search results of ineligible Freelancers, but does not stop them from viewing the project, should they be in possession of the Project URL.
Answer clarifying questions from Freelancers and update the Project description.
Accept a proposal only when it has a clear description of the work, well-defined deliverables and milestones, precise time frames and payment terms.
Evaluate multiple proposals against criteria important to you, such as Freelancer's work experience, education, portfolio, certifications, references, feedback from prior Employers, location, communication style and cost.
Ask for the Freelancer's office hours and standard response times.
Once you have hired a Freelancer for your Project, log onto the Site to manage the Project and use the Project page as described in the section entitled "Communication."

Prohibited Projects

You agree NOT to do any of the following when you post a Project or transmit information on the Site:
Post any Project, submit any proposal, or otherwise use Socialance to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.K. and any other country.
Post any Projects that are fake, posted without the intention to hire or complete the Project or posted only to receive pricing information.
Post any Projects that offer commission or equity compensation.
Post any Projects that request free services.
Post any Project, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
Post any Project, proposal, or deliverable or transmit any content related to or containing any adult or sexually explicit material.
Post Projects related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
Post any Project, submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work, for example, by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.

Prohibited Activities

You agree NOT to do any of the following on the Site:
Post false or misleading information about a product, service or service request.
Post logos, seals or slogans from third parties on the Site unless such material is provided by Socialance or an Socialance partner, or you have received express written permission from Socialance to display such third-party logo, seal or slogan.
Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
Post or transmit unprofessional or offensive comments about a User, Member, Freelancer, Employer, Socialance or any third party.
Suggest or solicit another User to contact you directly in order to buy or sell services outside of Socialance.
Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Tamper with postings of other Users, Members or Socialance.
Solicit or gather any User's or Member's information available from the Site, such as other usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from Socialance.
Frame or link to the Site except as permitted in writing by Socialance.
Impersonate or misrepresent your affiliation with any person or entity.
Require or request that a Freelancer deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
Repeat any action after you receive warning or request to desist from Socialance, whether or not that action is explicitly prohibited in the policies stated on the Site.
Fail to respond to an email from Socialance regarding violation, dispute or complaint within two business days.
Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from Socialance.
Select an Employer or hire a Freelancer on the basis of religion, sex or race.
Violate a request by Socialance to not post Projects deemed by Socialance in its sole discretion to be contrary to the interests of the Site or the Socialance User community.

Providing Services

Registering to Provide Services

If you wish to provide services through Socialance, you must complete the Freelancer registration process. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. Misleading information about your location is not allowed on Socialance. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. Socialance can suspend or terminate your Account upon the discovery that any information you provided or posted is not true, accurate or complete, or as a result of other violations of the Socialance Terms of Service.

Bidding Guidelines

As a Freelancer, you agree to follow these guidelines when you place a bid:
Provide bids only for Projects that you are a good fit for and you can complete within the Employer's time frame.
Help the Employer clarify his or her needs and fully develop the Project scope and deliverables.
Write a specific, detailed bid with clear scope, deliverables and Milestones.
Set expectations that you can meet or exceed.
Specify payment terms that tie to the completion of Milestones.
Specify how change orders will be handled.
Specify how warranty work will be handled.
Submit an accurate bid reflecting your understanding of the scope of the Project and the amount of time/effort you plan to commit in order to provide high Employer satisfaction.
Inform the Employer of your office hours and committed response time.
Place a new bid when needed to reflect any changes to price, delivery date or approach, prior to the end of the bid period.
Not submit unreasonably low bids or test bids. If you require more information about the Project, you can send an internal message to the Employer or discuss the project without specifying a bid amount.
Not submit bids that are made with the intent to commit fraud.
Not submit copied, placeholder or generic proposals.
Not offer your services in exchange for good feedback or for free.

Project Fulfillment Guidelines

You agree to the following Project fulfillment guidelines:
Once you have been hired for a Project, log onto the Site to manage the Project and maintain an electronic record of all written communication between you and the Employer.
Always record your understanding of the scope, deliverables, Milestones, time frames, price, feedback, revisions, schedule changes, vacation, availability, delays, acceptance of deliverables and completion of Milestones.
Transcribe relevant emails, instant messages, telephone or in-person conversations between you and the Employer into the Project page to maintain a record of what is agreed.
If there is a dispute, the data that you enter on the Site and the contents of the Project will constitute the sole and exclusive record of facts and evidence for resolution of the dispute.
Inform the Employer if a committed deliverable will be missed, offering an explanation and proposing a revised date.
Inform the Employer if you will be unavailable for more than one business day.
If you are unable to complete the Project, alert Socialance so that we are aware of the situation and can offer assistance to the Employer.
Respond promptly, within 1 business day, to all Project-related communication, whether from the Employer or from Socialance.

Audit Provisions and Record Keeping

You agree to keep and maintain complete and accurate records related to the Freelancer Services that you perform for your Employer, including the service description, the proposal and payment terms, and information on all repeat or follow-on Freelancer Services performed for each Employer originated on Socialance. If questions arise regarding services rendered, work performed or fees due to Socialance, you agree to provide copies of these records and other relevant documentation to Socialance within 20 days of Socialance's request.

Rating and Feedback System

Always leave objective balanced feedback about the Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Socialance may calculate a composite feedback number based on these individual ratings. Freelancers agree to be rated by Employers along several criteria, as determined by Socialance. Socialance provides its feedback and rating system as a means through which Users can express their opinions publicly, and Socialance does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Socialance's attention. You may be held legally responsible for damages suffered by other Socialance Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Socialance is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:
Leaving feedback for yourself using a secondary username or another Member's username.
Leaving fake or inaccurate feedback for another User or Member.
Soliciting other Socialance Members to leave fake or inaccurate feedback.
Threatening to leave negative feedback to induce another User or Member to perform a task not required by the Terms.
Withholding deliverables or funds required by the Terms to induce another User or Member to leave positive feedback or no feedback.
Feedback solicitation such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly or buying feedback.
In order to protect the integrity of the feedback system and protect Users from abuse, Socialance will investigate and has the right (but is under no obligation) to remove posted feedback or information under the following scenarios:
It seeks to solicit or obtain any User's contact information, such as other Users' email addresses, for any non-Socialance related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
It contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
It is shown to have been left by any User who is in violation of Socialance's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
It is not directly related to transactions conducted through Socialance.
It makes any reference to actions taken or purported to be taken by Socialance or any law enforcement organization.
Socialance is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory or otherwise illegal.
The User who posted the feedback or information provided Socialance with false contact information during the transaction period (as verified by Socialance) and cannot be contacted by Socialance.
The User who posted the feedback or information is participating in an Socialance transaction with the intent of leaving feedback as part of a campaign to harass Socialance member(s) (as verified by Socialance).
The User who posted the feedback or information informs Socialance that it was intended for another User and posts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support.

Avoiding Disputes

Disputes may arise due to miscommunication and can often be resolved amicably between the parties. Socialance recommends the following steps to avoid disputes:
Follow all rules and guidelines in the Site Usage Policy.
Answer clarifying questions from your Employers or Freelancers and update the Project description and the bid.
Clearly define key milestones and payment schedules.
Ask for the other party's office hours and standard response times.
Maintain open lines of communication. Be clear about your expectations and check in frequently with the other party.
Set milestone deliverables and use Escrow to fund each milestone and release funds when the milestone is complete.
Document any changes to scope, timing or payment in writing, and correct any milestones and payment schedules.

Disputes With Another Member

If you have used the Site in accordance with the Socialance Terms of Service and you have a dispute with another User ("Opposing Party"), you can choose to inform an Arbitrator or initiate the arbitration process from within the project you are working on.

Notice of Disputes Resolved

Any agreement resolving the dispute between you and the Opposing Party must be posted (and confirmed by both parties) as text or attachments onto the Project page to allow Socialance to maintain a record.

Key Dates

For all disputes regardless of type and status of a Project in dispute, you must be aware of the following three key dates in any dispute:

"Breach Date" means the later of (1) the date on which the events causing the breach of your agreement with the other User first took place, and (2) the date on which you learned, or reasonably should have learned, about those events.

"Dispute Initiation Date" means the earlier of: (1) the date an Employer or Freelancer informs Socialance of a breach of agreement or (2) the date an Employer or Freelancer requests the cancellation of a project.

"Limitations Date" means the date six months following the Breach Date. You do not have a right to initiate a claim or cause of action or demand arbitration after the Limitations Date.

Limitations Period

The six-month anniversary of the Breach Date is the statute of limitations date or "Limitations Date." All claims must have a Dispute Initiation Date prior to the Limitations Date or the claim is barred. You do not have a right to initiate a claim or demand Arbitration after the Limitations Date. The Dispute Initiation Date must be at least 15 days prior to the six-month anniversary of the Breach Date or you will not have the right to initiate a claim or demand arbitration, and your claim or cause of action will be barred (see the section entitled "Arbitration for Projects" below).

Member Resolution for Projects

If the Freelancer or Employer requests an Escrow Release or a modification to the Terms due to changed circumstances imposed by the other party, and if the other party does not approve such Release or modification within five business days after such request was posted on the Site, then either (1) Freelancer or Employer has the right to inform Socialance of a breach of agreement, or (2) Employer or Freelancer has the right to request the cancellation of a project. All parties concerned will immediately be informed in each case.

Contrary Instructions

If Freelancer or Employer have informed Socialance of a breach of agreement or requested the cancellation of a project, the other party has three business days to respond on the Project page with contrary instructions ("Contrary Instructions"). Contrary Instructions means a good faith written representation: (1) If by Employer, that Employer has not received all Milestone Deliverables required for a Release pursuant to the Terms, or (2) If by Freelancer, that Freelancer has delivered all Milestone Deliverables required for a Release.

Failure to Respond With Contrary Instructions

If Employer or Freelancer does not respond with Contrary Instructions to the Site within three business days following the Freelancer's or Employer's original breach of agreement report or project cancellation request, Freelancer or Employer will notify Socialance of such failure, Socialance will then notify the Employer or Freelancer and require a response. If Employer or Freelancer does not respond to Socialance within five business days of Socialance's demand then Employer and Freelancer will be deemed to have authorized Socialance to, and Socialance will, make the release of current milestone funds held in escrow to the other party.

Response to Contrary Instructions

If Employer or Freelancer timely responds with Contrary Instructions to the Site, the other party has the right within three business days to submit a good faith response. Then, Employer and Freelancer have the right to respond successively, with the goal of resolving in good faith any dispute and delivering joint written instructions to Socialance concerning a Release. Employer and Freelancer will not terminate such discussion and negotiation prior to the earlier to occur or delivery of joint written instructions to Socialance concerning a Release, or the date 15 business days following the original report of breach of agreement or project cancellation request.

Dispute Assistance for Projects

If you inform Socialance of a breach of agreement or request a project cancellation but the Opposing Party does not respond within three business days, or if the Opposing Party responds but you cannot come to an agreement within an additional three business days after their response, then Socialance will notify both the Opposing Party and you to try to re-establish communication between the two of you to encourage settlement of the dispute. If either party fails to respond to an email message from Socialance regarding violation, dispute or complaint within two business days, Socialance has the right to terminate that party's Project or Account. Socialance is a neutral third party and has no further obligations. No Socialance employee is authorized to make any recommendation or guaranty regarding the dispute.
By using the Site you agree that if for any reason the parties fail to agree on a resolution to the dispute within 15 days of the Dispute Initiation Date, then the provisions of the section below entitled "Arbitration for Projects" will automatically apply.

Arbitration for Projects

If the dispute is not settled within 15 days after the Initiation Date, you agree that if either (a) there are funds in escrow or (b) it has been less than 30 days since the Release of Escrow Funds for any Milestone, then you and the Opposing Party (the "Dispute Parties") each has the right for 30 days following the Release of Escrow Funds for any Milestone, to demand binding, non-appearance-based arbitration to resolve the dispute ("Arbitration").
Any such Arbitration will be conducted by the Socialance Arbitration Service unless both parties request an external Arbitrator or panel of Arbitrators, in which case the Arbitrators fees will be equally shared by each Dispute Party.
You agree that in any such Arbitration each Dispute Party will solely bear and pay any other costs it incurs related to the Arbitration. You hereby agree that Socialance will charge your Account, bank or PayPal for the amount of the Arbitrator's fees owed by you in accordance with the foregoing.

Failure to Arbitrate

If Freelancer or Employer requests binding Arbitration ("Requesting Party"), the other party ("Responding Party") has three business days following receipt of notice from the Arbitrator to submit to such Arbitration. If Responding Party fails to submit to such Arbitration within three business days, Socialance will promptly notify Responding Party of such failure and demand that Responding Party submit to such Arbitration within three more business days. If Responding Party fails to submit within three business days after Socialance sends such notice, then: (1) Responding Party will be deemed to have agreed to the Release sought by the Requesting Party; (2) if the dispute involves funds held in Escrow, Responding Party will be deemed to have authorized Socialance to, and Socialance will, make the Release sought by the Requesting Party; (3) Responding Party will be deemed to have authorized Socialance to, and Socialance will, make the Release sought by the Requesting Party; and (4) Socialance has the right to terminate or suspend the Responding Party's Account.
If both Freelancer and Employer fail to request binding Arbitration for an unresolved dispute by the Limitations Date in accordance with the Arbitration Process, then Freelancer will be deemed to have instructed Socialance, and Socialance will, make a Release to the Employer. In that case, Socialance reserves the right to deduct an escrow fee of $25 or 4% of the amount of the Release, whichever is greater, to recover any banking, payment processing, and administrative costs and other costs of receiving and holding funds.

Statute of Limitation

If the dispute has not been resolved and neither Dispute Party has demanded Arbitration by the Limitations Date, then (1) Freelancer will be deemed to have agreed to the Release sought by the Employer; (2) if the dispute involves funds held in Escrow, Freelancer will be deemed to have authorized Socialance to, and Socialance will, make the Release sought by the Employer; (3) Socialance has the right to terminate or suspend either or both the Freelancer's and the Employer's Account; and (4) any further claims or causes of action in such dispute will be forever barred. The Arbitrator has the power to determine whether the Breach Date entered into Socialance's system is correct or if the Limitations Date should be extended or "tolled" due to your reasonable reliance on the Opposing Party's assurances that it would cure the breach.

Release of Escrowed Funds

If the Limitations Date has passed (based on the Breach Date in the Socialance System): (1) Socialance will send the Dispute Parties notice of its intent to release the funds, and (2) unless you give Socialance notice, within 10 days after Socialance's notice is sent, that you have claimed in the Arbitration that the Limitation Date has been "tolled" and that your claims are not barred, then: (3) Freelancer will be deemed to have agreed to the Release sought by the Employer; (4) if the dispute involves funds held in Escrow, Freelancer will be deemed to have authorized Socialance to, and Socialance will release such funds. In that case, Socialance will reserve the right to deduct an escrow fee of $25 or 4% of the amount of the Release, whichever is greater, to recover any banking, payment processing, and administrative costs and other costs of receiving and holding funds.

Arbitration Rules

The sole and exclusive evidence admissible in the Arbitration is the contents of the Project page. Socialance will provide to the Arbitrator access to information in the Project page for the dispute. You agree to be responsible for ensuring that the Project page contains all of your communications with the Opposing Party related to the dispute. The Dispute Parties must comply with the following rules: (a) the Arbitrator will specify whether the Arbitration will be conducted online, by telephone, or solely based on written submissions posted in the Project page; (b) the Arbitration shall not involve any personal appearance by the Dispute Parties or witnesses unless otherwise mutually agreed by the Dispute Parties; and (c) any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. Before the Arbitrator renders its decision in the dispute, each of the Dispute Parties will be allowed to add to the Project page any closing statements for the Arbitrator related to the dispute.

Abuse

If you initiate an excessive number of Arbitrations, Socialance reserves the right to suspend or terminate your Account immediately upon giving notice to you. However, any disputes for any Projects that existed prior to termination will be subject to the Socialance Terms of Service.

Feedback Disputes

If you are involved in a dispute involving feedback, please refer to the Rating and Feedback System section in the Site Policies to find out in what circumstances Socialance will consider removing feedback.