Introduction

These Website Standard Terms And Conditions (these "Terms" or these "Website Standard Terms And Conditions") contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this "Website"). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept allterms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms And Conditions.

This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you a minor.

Intellectual Rights

Other than content you own, which you may have opted to include on this Website, under these Terms,Freelancerand/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.

You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website,

User Agreement

This Agreement was last modified on 20th April 2015.

This User Agreement describes the terms and conditions on which you are allowed to use our Website and our Services. We have incorporated by reference all linked information.

"Buyer" means a User that investigates and purchases Seller Services or items from Sellers or identifies a Seller through the Website.

"Contest" means a contest that is solely promoted by a Buyer and in respect of which a Seller can submit an entry via the Website."Contest" means a contest that is solely promoted by a Buyer and in respect of which a Seller can submit an entry via the Website.

"Contest Brief" means the document setting out the terms and conditions which are to apply to a Contest.

"Milestone Payment" means a prepayment made by the Buyer for the provision of Seller Services under a User Contract and which will be released in accordance with the section "Milestone Payments" below.

Scope

You must read and accept all of the terms in, and linked to, this User Agreement, the Code of Conduct, the FreelancerPrivacy Policy and all Website policies. We strongly recommend that, as you read thisUser Agreement, you also access and read the hyperlinked information. By accepting this User Agreement, you agree that this User Agreement will apply whenever you use the Freelancer Website, or when you use the tools we make available to interact with the Freelancer Website. Some Freelancer Websites may have additional or other terms that we provide to you when you use those services.

Before using the Freelancer Website, we recommend that you read the wholeUser Agreement, the Website policies and all linked information.

Eligibility

You will not use the Freelancer Website if you:

Are under the age of 16

Are Not able to form legally binding contracts

Are suspended from using the Freelancer Website

A person barred from receiving and rendering services under the laws of Freelancer or other applicable jurisdiction

Using Freelancer

While using the Freelancer Website, you will not:

(1) post content or items in inappropriate categories or areas on our websites and services

(2) infringe any laws, third party rights or our policies, such as the Code of Conduct

(3) fail to deliver payment for services delivered to you, unless the Seller has materially changed the Seller Service provided from the bid or a clear typographical error is made

(4) transfer your Freelancer account (including feedback) and Username to another party without our consent

(5) distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes

(6) distribute viruses or any other technologies that may harm Freelancer, the Website, or the interests or property of Freelancer users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person

(7) download and aggregate listings from our website for display with listings from other websites without our express written permission, "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorisation

Fees And Services

We charge fees for certain services, such as introduction fees for Projects, listing upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites.

Unless otherwise stated, all fees are quoted in United States Dollars.

Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.

As we are a company incorporated in Australia, all fees earned by us from Australian Users will be subject to a 10% Goods and Services Tax (GST) on all fees, which will be shown separately on all invoices.

You must also comply with your obligations under income tax provisions in your jurisdiction.

Payment administration

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by Freelancer.

Promotion

We may display your company or business name, logo, images or other media, and public description of your Projects and profile as part of the Freelancer Services and/or other marketing materials relating to the Freelancer Website, except where you have explicitly requested that we do not do this and we have agreed to such request.

Advertising

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

You acknowledge and agree that: (1) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.

Right To Review

We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud and for risk management and related purposes

User Services

Upon the Buyer awarding a project or contest to the Seller, and the Seller's acceptance on the Website, or the purchase of an item by a Buyer from the Seller, the Buyer and Seller will be deemed to have entered into a User Contract under which the Buyer agrees to purchase, and the Seller agrees to deliver the Seller Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.

You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Seller, or in any other uses you make of the Website.

Each User acknowledges and agrees that the relationship between Buyers and Sellers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Freelancer and the User.

Funds

You may have funds in your Account if you have prepaid for fees or charges or for services to be provided to you via the Website. If you are a Seller, you may have funds if you have successfully completed a Project, or sold an item, and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.

Funds in your Account are held by us in our operating accounts held with reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User's Accounts.

You are not entitled to any interest, or other earnings for funds that are in your Account.

Refunds

Client acknowledges and agrees that EEC will charge Client's designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client's acceptance of the Freelancer Services, and (b) for Hourly Contracts or Freelancer Services using Upwork Payroll, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Upwork and the Escrow Services provided by EEC, Client agrees that once EEC charges Client's designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or EEC may dispute or appeal the chargeback and institute collection action against Client.

Withdrawals

Your first withdrawal of funds earned will be delayed for fifteen days for security and fraud purposes.

Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies dictate that a delay is required.

We may require you to be Freelancer Verified before you can withdraw funds from your Freelancer account, irrespective of whether or not a delay has been enforced. For details of how to become verified please read the Know your Customer and Identity Verification Policy.

Chargebacks

In cases of fraud, abuse, or violation of this Agreement, Upwork reserves the right to revoke any payments and instruct EEC to (and EEC will have the right to) hold and/or reclaim from EEC all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing EEC to (and EEC will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account.

Currencies

The Site and the Site Services operate in US Dollars. If Client's Payment Method is denominated in a currency other than US Dollars and requires currency conversion to pay the Escrow or other payments in US Dollars, the Site may display foreign currency conversion rates Upwork, EEC or other Affiliates currently make available to convert supported foreign currencies to US Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to US Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site.

If foreign currency conversion is required to make a payment in US Dollars and either Upwork, EEC, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, EEC or an Affiliate will charge Client's Payment Method in US Dollars and Client's Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client's Payment Method provider. Client's Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved.

Client's authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client's sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.

Contests

Buyers can promote a Contest hosted on the Website by providing a Contest Brief and paying the Contest Prize in accordance to our instructions provided on the Website. A Buyer which promotes a Contest acknowledges and agrees that it is solely responsible for the operation and promotion of the Contest and warrants that it will comply with all applicable law in respect of the operation and promotion of the Contest. We have no liability for loss suffered by a User in connection with a Contest including but not limited to loss suffered (or penalties imposed) in connection with a contravention of law.

Privacy

When you post User Content on the Site or through the Site Services or provide Upwork with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below.

You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

Security

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. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming.

You agree that you will not:

(a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's 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 Upwork 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

(d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein

(e) transmit spam, chain letters, or other unsolicited communications

(f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site

(g) collect or harvest any personally identifiable information, including Account names, from the Site

(h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

General

This Agreement contains the entire understanding and agreement between you and Freelancer. The following Sections survive any termination of this Agreement: Fees And Services (with respect to fees owed for our services), Release, Content, No Warranty As To Content, Limitation Of Liability, Indemnity, Bar To Action, No Class Actions, and Disputes With Us.

Feedback

For the benefit of other Users of the marketplace, Upwork encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Upwork will make available to other marketplace Users, including composite feedback based on these individual ratings. Upwork provides its public feedback system as a means through which Users can share their opinions publicly and Upwork does not monitor or censor these opinions. Upwork does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Upwork do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that in Upwork's sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.