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.
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
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.
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.
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.
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. Socialance Fees
The Site is free to use and for the moment does not offer paid memberships.
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.
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.
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.
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.
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.
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
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.
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.
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.
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:
156 ABBEY STREET
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.
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).
These Terms of Service hereby incorporate all terms and conditions, rules, policies, and guidelines on the Site, including: