FIXED PRICE ESCROW INSTRUCTIONS
PLEASE READ THE FIXED PRICE ESCROW INSTRUCTIONS THOROUGHLY AND CAREFULLY. These Fixed Price Escrow Instructions outline the terms and conditions between the three parties: the Client, the Contractor and Hire Here. This Escrow Agreement defines the arrangement by which the Client shall deposit an amount towards Fixed Price Contract with (which will act as the escrow agent), who in turn will make payment to the Contractor if and when the specified conditions of the Fixed Price Contract are met. Hire Here shall hold the deposit made by the Client until it receives the appropriate instructions from the Client or until predetermined contractual obligations are fulfilled by the Contractor.
When the Client deposits an amount as payment on or toward a Fixed Price Contract, an Escrow account is created. These Fixed Price Escrow Instructions govern Fixed Price Escrow Accounts. For other type of transactions such as Hourly Rate Payment please refer to our Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions as these Fixed Price Escrow Instructions don’t apply to them.
These Fixed Price Escrow Instructions shall be subject to and construed in accordance wit our the Hire Here Terms of Service.
1. DIGITAL SIGNATURE AND THE APPLICABLE LAW
When the Client and/or the Contractor will enter into a Fixed Price Contract they will be asked to click on “Fund Escrow” or “I Accept” or “I Agree”, which act of the Client and/or the Contractor shall be deemed to have executed and agreed to these escrow instructions electronically. These instructions shall become applicable from the date the Contractor accepts the contract by clicking on ‘Accept Contract’, pursuant to the provisions of the Virginia Uniform ElectronicTransactions Act and the Federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §n 7001, et seq.). Acceptance by itself shall be treated as a digital signature and imply that the user is able to electronically receive, download and print these Escrow Instructions and Agreement.
2. REJECTION OF PAYMENT
Since the use of a bank account, credit card or debit card account, or the making of an electronic funds transfer may be limited by your agreement with your financial institution and/or by applicable law, Hire Here is not liable to any User if Hire Here does not complete a Transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Account. Hire Here’s sole obligation shall be to re-attempt to complete the payment transaction minus any applicable administrative and transaction fees. Hire Here may post operating rules related to payment on the Site and change such rules from time to time.
3. CANCELING A TRANSACTION
If a Transaction cannot be completed for any reason, including cancellation by Hire Here for any reason, Hire Here will notify each User in such Transaction by email, to the email address the user has provided to Hire Here. In its sole discretion, Hire Here may cancel any Transaction if each User to a Transaction fails to agree on the terms as required in the Transaction Details screens by clicking the "Agree" button as requested on the Site. You may cancel a Transaction as per these Fixed Price Escrow Instructions.
Unless otherwise agreed upon by each User in the Transaction, the Client agrees to pay the applicable fees as will be disclosed on the Site at the time of completing each transaction. On clicking “Fund Escrow” or “I Accept” or “I Agree” the Client shall be bound by the Hire Here Fee Structure, as updated from time to time, by which the Client shall be bound to pay the Escrow Fees mentioned therein and as any other fees, including, without limitation, any third party service fees if applicable and the governmental taxes. Once paid, the fee is non-refundable. Hire Here’s fees may change from time to time in Hire Here's sole and absolute discretion.
Hire Here reserves the right to change these instructions, or any portion of them, at any time, without prior notice, provided that no such change will apply retroactively to a Transaction afterthe Users to such Transaction have agreed to the Hire Here Fee Structure. You understand that the most recent version of these Instructions will be available on the Site.
Hire Here may assign this Agreement to any current or future affiliated company and to any successor in interest. Hire Here may also delegate certain rights and responsibilities under this Agreement to independent contractors or other third parties.
7. RELEASE AND REFUND OF AMOUNT HELD IN ESCROW
Hire Here may release or refund Escrow Amount in full or in part to the applicable Escrow account in accordance with Contractor’s or Client’s instructions, after deducting the applicable fees and taxes, on the occurrence of or in accordance with one or more Release Conditions provided below:
1. When the Client clicks on ‘Release Funds’. This will automatically release funds to the Escrow Account of the Contractor.
2. When a Contractor cancels the contract before a milestone payment has been received. In such case the entire amount of Escrow funds associated with that particular contract, after deducting the applicable fees and taxes, shall be released to the Escrow Account of the Client
3. When the Client cancels a contract and the Contractor, after being notified, either approves the cancellation or fails to raise a dispute within 7 days of the receipt of the notice.
4. When the Client and the Contractor agree to close the contract and agree on the disposition of the escrowed funds.
5. When the Client and the Contractor have submitted joint written instructions for release or they mutually agree to close the contract and agree on the disposition of the escrowed funds.
6. When the Client and the Contractor have a dispute and they fail to submit to the Hire Here Dispute Resolution Policy within the time limit provided therein.
7. When the Client or the Contractor has failed to timely respond to an Hire Here Dispute Assistance notification as required by the Hire Here Dispute Resolution Policy.
8. In case of unresolved disputes, when the client and the contractor fail to submit to Arbitration within the time limit provided in the Hire Here Dispute Resolution Policy.
9. When the Client or the Contractor fails to pay its share of Arbitration costs as required by the Hire Here Dispute Resolution Policy.
10. When the Arbitrator appointed in accordance with Hire Here Dispute Resolution Policy submits his final award.
12. Under the order of any court of competent jurisdiction directing Hire Here to release the Escrow amount.
13. When Hire Here suspects that an engagement is lying dormant for a period of more than 90 days, and the Client and/or the Contractor fail to respond to the notice sent by Hire Here to that effect within 7 days of the receipt of the notice.
8. SERVICE FEES FOR RELEASE OF ESCROW FUNDS
The Service Fees for release of Escrow Funds shall be made available to the Client before he deposits the amount in his Escrow account with Hire Here. The Contractor shall also be notified about the same. Funds released after going through or initiating the process of Dispute Resolution will be reduced by higher and additional Service Fees, that shall also be made available at the time of deposit. The fees structure may be changed, altered or modified from time to time. However, once the Client deposits the money in his Escrow account with Hire Here, he will not be asked for any Fees over and above the applicable Service Fees quoted to him at the time of deposit, except if there is a change in governmental taxes.
9. DAMAGES AND OFFSETS
10. Hire Here ALTERNATIVE DISPUTE RESOLUTION POLICY. Any claims, disputes, complaints or disagreements relating to the Escrow Funds or additional damages, liquidated damages or penalties shall be submitted and adjudicated only pursuant to the Hire Here Alternative Dispute Resolution Policy.
Hourly, Bonus, and Expense Payment Agreement with Escrow
If Client and Contractor enter into an Hourly Contract, if Client makes a bonus or expense payment to Contractor, or if you use Hire Here’s Payroll (which is under development), this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions applies.
To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated.
This Agreement hereby incorporates by reference the Terms of Service. The Escrow Instructions in this Agreement do not apply to Fixed-Price Escrow Accounts, though they do govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts.
By clicking to accept an Hourly Contract or make a bonus payment, Client and Contractor are deemed to have executed this Agreement electronically, effective on the date Contractor clicks to accept the Engagement, pursuant to the Virginia Uniform Electronic Transactions Act and the Federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement and the Escrow Instructions it contains.
2. HOURLY PAYMENTS
Contractor irrevocably authorizes and instructs Hire Here, as its agent to:
(i) create an invoice on behalf of Contractor for payment due based upon the hours recorded on the weekly Time Log before the Time Log Deadline; and
(ii) submit the invoice on behalf of Contractor to Contractor’s Client for payment.
By recording time on a Time Log and allowing an invoice to be created based on that Time Log, Contractor represents and warrants that (y) Contractor has completed the applicable Contractor Services fully and satisfactorily; and (z) the hours Contractor reports are true, accurate, and complete.
Client must review and approve or dispute the weekly Time Log by 11:59 PM UTC of the Friday following submission of the Time Log. Payments will be held in escrow during the Dispute Period (defined below), providing 4 additional days to review and dispute work before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all of the time recorded on the Time Log.
72 hour following submission of the Time Log, Client must use the time to review the quality and accuracy of the work processed during the time period. If no disputes are raised during this time, the pay period will be deemed to have been approved as undisputed time, and Hire Here will release escrow funds as described in this Agreement.
In the event of unforeseen events occur to the effect of physical disablement that restrict the Client from reviewing the material which results in a accuracy problem after the defined time period the client is to address the contractor with the request for alteration. With the rarity of situations of this nature, the Contractor will fulfill the request of the Client. If the Contractor wishes to challenge the request, the Hire Here Resolution Team will enter and proceed with action to resolve the claim of impairment.
Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the Hire Here website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs Hire Here to release payments for those hours to be paid to the Services Provider each Monday following the week in which the hours were worked.
3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
Client may also pay Contractor a bonus, tip, expense, or other miscellaneous payment, at Client’s discretion, using the Site. To pay a bonus to a Contractor, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay a bonus to Contractor, Hire Here will release escrow funds as described in this Agreement.
4. PAYMENTS RELEASE VIA ESCROW
In addition, Hire Here is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Contractor Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the Contractor Escrow Account, in accordance with Contractor’s and Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
As used in these Escrow Instructions, a “Release Condition” means any of the following:
1. Client and Contractor have submitted joint written instructions for a Release.
2. Client has approved all or a portion of the Contractor’s weekly Time Log. This Release Condition will apply to and only for time recorded by the Contractor that Client has approved.
3. Contractor is a Payroll Employee and has submitted a Time Log under an Engagement that includes the Hire Here Payroll Agreement.
4. Client has not disputed time recorded on Contractor’s weekly Time Log during the Dispute Period pursuant to this Agreement. This Release Condition will apply to and only for time recorded by the Contractor that was not disputed by the Client.
5. Hire Here reviews Client’s dispute of time recorded on Contractor’s weekly Time Log for an Engagement with Work Diaries pursuant to this Agreement and determines that the time is related to the Engagement requirements or Client’s instructions documented in the Work Diaries.
6. Client initiates a Dispute with respect to Contractor’s weekly Time Log for an Engagement without Work Diaries pursuant to this Agreement and Client and Contractor resolve the dispute without the assistance of Hire Here.
7. Issuance of the final order or decision of an arbitrator, or of a court of competent jurisdiction from which appeal is not taken.
8. We believe in our reasonable discretion, that Client or Contractor has committed or is attempting to commit fraud, illicit acts, or has violated Hire Here Terms of Service, in which case Hire Here may take such actions as we deem appropriate in our sole discretion and in accordance with applicable law.
5. HOURLY PAYMENT PROTECTION FOR CONTRACTORS
In the rare event that a Contractor’s Client does not make payment for legitimate services performed by a Contractor, Hire Here will provide limited payment protection to the Contractor as detailed below and in the User Agreement (“Hourly Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Contractor to continue to use the Site Services for its business needs. Hourly Payment Protection will be offered only if all of the following criteria are met:
1. Both Client and Contractor must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
2. Client must have an Account in good standing, a valid and authenticated default Payment Method, and Client must agree to automatically pay for hours billed by Contractor through Work Diaries.
3. Contractor’s Account must be in good standing.
4. Contractor must have used Work Diaries enabled to document any and all hours covered by the Hourly Payment Protection for Contractors.
5. Contractor must have provided adequate comments for the screenshots documented by Work Diaries prior to submitting its invoice.
6. The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions in the Work Diaries.
7. The number of hours billed must be within the hours authorized by the Client for the week in the Work Diaries.
8. We reasonably believe, in our sole discretion, that fraud, illicit acts, or a violation of Hire Here's Terms of Service has been committed or is being committed or attempted, in which case Client and Contractor irrevocably authorize and instruct Hire Here to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including to return the proceeds of such acts to their source of payment.
Hire Here will investigate and determine in its sole discretion whether the above terms and conditions are met.
Hourly Payment Protection does not apply to: (1) hours not authorized by Client in the Work Diaries; (2) bonus payments; (3) refunds; (4) manual time; (5) time added after Client has disputed a billing and before the resolution of that incident; (6) Fixed-Price Contracts; (7) hours reported by Payroll Employees; and (8) Engagements prohibited by the Terms of Service. The maximum rate per hour protected by Hire Here to Contractor under the Hourly Payment Protection for Contractors is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Contractor on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Contractor’s area (such determination to be made in Hire Here’s sole discretion).. DISPUTES BETWEEN CLIENT AND CONTRACTOR
6.1 DISPUTES INITIATED VIA THE PLATFORM
It is Client’s responsibility to review the Time Log of every Hourly-Rate Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Contractor Services and Contractor Fees and can no longer dispute them. Disputes can only address the hours billed, not the quality of the Contractor Services or the Work Product provided under Hourly-Rate Contracts.
If Client disputes Contractor’s hours reported in the Time Log under an Hourly-Rate Contract during the Dispute Period, Client and Contractor are encouraged to resolve the dispute between themselves. If Client and Contractor fail to come to a resolution, Hire Here will promptly investigate the Time Log and determine, in our sole discretion, whether an adjustment is appropriate. Hire Here’ determination of such dispute shall be final and binding.
If Client’s payment is unsuccessful, Hire Here will review the work to determine if it qualifies for Hourly Payment Protection. If Hire Here, in its sole discretion, determines that the work qualifies for Hourly Payment Protection, it will make payment to the Contractor.
Client may choose to approve Contractor’s work prior to the end of the Dispute Period. If Client releases payment to Contractor prior to the end of the Dispute Period, Client still remains the right to raise a quality dispute according to previously stated period.
You further acknowledge and agree that Hire Here and its Affiliates are not and will not be a party to any such dispute. Hire Here may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Contractor. Clients may not dispute hours worked with respect to any worker engaged as an employee through Hire Here Payroll, but Clients may terminate such assignments if they are not satisfied with productivity or for any other lawful reason.
The Dispute Period does not apply and payments are released immediately upon completion of the Time Log for the prior week for Engagements where the Client has one or more Engagements using Hire Here Payroll.
6.2 Hire Here DISPUTE ASSISTANCE
Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Contractor. If Client or Contractor contacts Hire Here via support ticket within 30 days of the date of the last payment from Client to Contractor and requests non-binding dispute assistance for any dispute among between (a “Dispute”), Hire Here will attempt to assist Client and Contractor by reviewing the Dispute and proposing a mutual, non-binding resolution. Hire Here will only review the 30 days of work performed prior to the date a User requests Dispute Assistance. After that the parties must refer to the Hire Here Dispute Resolution Policy for the Resolution of Disputes. The Dispute Assistance shall be carried out in the following manner:
1. The Hire Here Disputes team will notify Client and Contractor via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
2. If both Client and Contractor respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
3. The proposed resolution is non-binding: Client and Contractor can choose whether or not to agree to it. If Client and Contractor agree in writing to the proposed resolution, Client and Contractor agree that Hire Here is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
4. If Client and/or Contractor disagree with Hire Here’s proposed, non-binding resolution then Client and/or Contractor shall raise a dispute a dispute and make a claim, if at all, in accordance with the Hire Here Dispute Resolution Policy.
5. Hire Here reserves the right to review the Contractor’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct Hire Here to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.
Dispute Assistance does not apply to Contractor Services using Hire Here Payroll.
7. RESPONSIBILITY FOR CONTRACTOR SERVICES OR CLIENT PAYMENTS
Hire Here and its Affiliates merely provide a platform for Internet payment services. Hire Here and its Affiliates do not have any responsibility or control over the Contractor Services that Client purchases.
Nothing in this Agreement deems or will be interpreted to deem Hire Here or any Affiliate as Client’s or Contractor’s agent with respect to any Contractor Services, or to expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Hire Here does not guarantee the performance, functionality, quality, or timeliness of Contractor Services.
In the event that the contractor needs to purchase materials for the project they need to create a separate milestone stating that the requested materials are required before proceeding. Milestones are created to signify a step that is mandatory before advancing to the next milestone.
Upon setting up fixed escrow requirements based on reoccurring hourly employees, payment due dates, payment options, or other arrangements my be pursued by the clients directly to Hire Here to define escrow and or a payment style as it is agreed upon with Hire Here. Payment structures are not fixed, merely suggested for ease of use.
8. Hire Here ALTERNATIVE DISPUTE RESOLUTION POLICY.
Any claims, disputes, complaints or disagreements relating to the Escrow Funds, quality of services, or additional damages, liquidated damages or penalties shall be submitted and adjudicated only pursuant to the Hire Here Alternative Dispute Resolution Policy.
Subcontractor Agreement: Adding a Sub-contractor to an Existing Contract
This Subcontractor Agreement (this “Agreement” or this “Subcontractor Agreement), is entered into and made effective by and between:
Hire Here, the Contractor Hired by a Client, and the Subcontractor selected by the prime Contractor to aid in the completion of a project.
1. Hire Here and its Clients have existing or prospective client-contractor agreements for which some contractors may require support;
2. Subcontractor has been identified by the prime Contractor as a potential subcontractor as it has certain expertise and capabilities which may be required under such contracts; and,
3. The parties wish to set forth the terms and conditions upon which any Subcontractor support may be provided to Hire Here or its Clients;
NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
The following capitalized terms will have the following definitions under this Agreement:
1. “CONTRACT” means the Hire Here or Client contract with the Contractor for which the Subcontractor may provide support pursuant to this Agreement.
2. “CONTRACTOR(S)” means Contractors of Hire Here or its Clients for whom Services or Deliverables are to be performed under a Project.
3. “DELIVERABLES” means those items, products and materials to be provided to Hire Here or its Clients by Subcontractor, as specified on a Project.
4. “FIRM FIXED PRICE (FFP)” means an agreed upon fixed price for the Services and Deliverables to be provided pursuant to a Project.
5. “INTELLECTUAL PROPERTY RIGHTS” means world-wide, common-law and statutory rights associated with (i) patentable inventions, patents and patent applications, divisions, continuations, renewals, reissuance and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations, “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”).
6. “OTHER DIRECT COSTS” means costs normally incurred in the operation of a business, such as postage, telephone and internet charges, office supplies and overhead.
7. “PARTY OR PARTIES” means the signatories to this Agreement when referred to respectively, individually or collectively.
8. “PRE‐EXISTING INTELLECTUAL PROPERTY” means any Intellectual Property that has been conceived or developed by any party or any third party before Subcontractor renders any services under this Agreement or any Project or that is conceived or developed at any time wholly independently of the Services and Deliverables.
9. “SERVICES” means all work performed by Subcontractor under this Agreement pursuant to a Project, as well as materials used by Subcontractor in performing its obligations under a Project.
10. “PROJECT” means a written document executed by the Parties authorizing Subcontractor to perform Services and/or provide Deliverables in accordance with such Project. For clarity, any contract for services entered into through an online freelance or similar website shall be construed as a Project under the terms of this Agreement.
11. “HOURLY CONTRACT” means Services performed at an hourly rate wherein the actual cost of hours worked and materials used in the performance of the Services are charged to Hire Here. Equipment and other depreciable assets are not to be charged.
2. WORK AUTHORIZATION
Hire Here and its Client shall have no obligation to award any work or Project under this Agreement. However, should any work be awarded to the Subcontractor, the parties agree that such work will be subject to the terms and conditions of this Agreement. The Subcontractor shall, in accordance with Projects issued by a registered Contractor with Hire Here or its Client(s), perform work assignments to provide expert Services, advice, and/or Deliverables. A Project shall be considered in effect and duly authorized only upon written agreement of the Contractor and Subcontractor, with the written approval of Hire Here and its Client(s).
Each Project shall entail the provision of, at a minimum, the following data:
1. Statement of Work or Description of Services and Deliverables
2. Deliverables and Schedules
3. Period of Performance or Duration of the Services
4. Hourly Rate(s) (if T&M)
5. Estimated Travel (if applicable, and not included in the FFP)
6. Price (per Deliverable and/or milestone if FFP)
All Projects incorporate the terms and conditions of this Subcontract, whether stated explicitly or not, and a shall expressly incorporate by reference this Hire Here Subcontractor Agreement. In the event of conflict or inconsistency between a Project and this Agreement, the terms and conditions of this Agreement shall control.
4. TERM OF SUBCONTRACTOR AGREEMENT
Unless otherwise terminated as provided herein, the term of this Subcontractor Agreement shall start on the Effective Date and end [NUMBER] months/years thereafter. Should a Project be authorized during the term of this Agreement, which provides for completion subsequent to the end date of this Agreement, then the Project shall be additionally construed as a written modification of this Agreement, which extends the end date of this Agreement to coincide with the Project completion date.
Subcontractor agrees that the relationship between Subcontractor and Contractors, for purposes of this Agreement and whether or not this Agreement or any Projects hereunder is/are terminated, begins upon the initial approval of the potential assignment to Subcontractor by Hire Here And any relevant Hire Here Client(s). During the term of this Agreement and for three months following termination of this Agreement, Subcontractor shall not, directly or indirectly, either as an organization, as an individual, as an employee or member of a partnership, or as an employee, officer, director or stockholder of any corporation, or in any other capacity, solicit or accept, or advise anyone else to solicit or accept, any business that competes directly with Hire Here or its relevant Clients or Contractors with whom Subcontractor did business or Projects hereunder, nor from the personnel of any relevant Contractors or Clients to whom Subcontractor was introduced pursuant to this Agreement.
In addition, Subcontractor shall not directly or indirectly use or make available to any person, firm, or corporation the knowledge of the business of Hire Here or its relevant Contractors or Clients gained by Subcontractor during the term of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS.
1. “Retained Rights”: Each party will retain all rights, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.
2. “Pre‐Existing Intellectual Property”: Subcontractor will not use any Subcontractor or third party Pre‐Existing Intellectual Property in connection with this Agreement unless Subcontractor has the right to use it for the benefit of Contractor, Hire Here and the relevant Client(s). If Subcontractor is not the owner of such Pre‐Existing Intellectual Property, Subcontractor will obtain from the owner any rights as are necessary to enable Subcontractor to comply with this Agreement.
3. Subcontractor will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless:
(i) Subcontractor clearly identifies the specific elements of the Deliverable to contain third party materials in the applicable Project,
(ii) Subcontractor identifies the corresponding third party licenses and any restrictions on use thereof in the applicable Project, and
(ii) Approval is given by Hire Here and the applicable Client and Contractor as evidenced by a signed Project (or other written and fully executed agreement). Subcontractor represents, warrants and covenants that Subcontractor has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Subcontractor. Subcontractor shall indemnify Hire Here and the relevant Client(s) and Contractor(s) against any losses and liability incurred by Hire Here and/or the relevant Client(s) and Contractor(s) due to failure of Subcontractor to meet any of the requirements in any of the third party licenses or supplying any third party material or Intellectual Property without full disclosure and authorization from the third party, Hire Here, the relevant Client(s) and Contractor(s) and the applicable owner(s) of the third-party materials.
4. Ownership of Deliverables: Subject to Subcontractor and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Hire Here or the relevant Client(s), and Subcontractor hereby assigns such rights to Hire Here or the relevant Client(s). Subcontractor agrees that Hire Here or the relevant Client(s) will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Subcontractor for additional compensation and without challenge, opposition or interference by Subcontractor and Subcontractor will, and will cause each of its Personnel to, waive their respective moral rights therein. Subcontractor will sign any necessary documents and will otherwise assist Hire Here or its relevant Client(s) in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country. Subcontractor, its agents, employees, and Subcontractors will deliver the Deliverables to Hire Here or its relevant Client(s) in accordance with the schedule included in a Project.
5. No Rights to Hire Here or Client Intellectual Property: Except for the limited license to use materials provided by Hire Here or its relevant Client(s) as may be necessary in order for Subcontractor to perform Services under this Agreement, Subcontractor is granted no right, title, or interest in any works or intellectual property developed by or for Hire Here or any of its Clients or Contractors. Subcontractor acknowledges and agrees that the works and Deliverables it is developing or assisting with are WORKS FOR HIRE which belong to and are owned by the entity ultimately paying for the services, which will be either Hire Here or its relevant Client(s).
RETURNS AND REFUND POLICY
Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates.
Since everything is as per contract, there are no returns on executed contracts or services. In the event that there is an issue that a contractor disappears, ceases contact or there is deficiency in service the customer service staff at Hire Here can step in and make a decision based on the prevailing situation and taking all considerations into account.
To cancel an Engagement or request a refund, you must first submit the Engagement Cancellation Form. The other party to the Engagement will then have five days (the “Approval Period”) to either approve your request or submit the Dispute Notice Form.
If you submit an Engagement Cancellation Form, the following process will apply:
1. If the other party approves your request, then the Engagement is cancelled.
2. If the other party submits a Dispute Notice Form during the fifteen-day Approval Period, then you are required to use the Hire Here Dispute Resolution Policy.
3. If the other party fails to submit Dispute Notice Form during the fifteen-day Approval Period, then the Engagement will be cancelled and:
A. If the Engagement is a Fixed Price engagement, funds will be released from the Fixed Price Escrow Account and returned to the applicable Client Escrow Account to the extent of any funded balance and subject to the terms and conditions of the other Terms of Service;
B. For any remaining balance, and for Hourly engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and
C. Hire Here may suspend or cancel the other party’s Account.
If a contractor submits a Refund Request Form, the refund shall, subject to Hire Here’s approval, be released in accordance with applicable Refund Escrow Instructions.
If a Client submits a Refund Request Form, then the following process will apply:
1. If Hire Here approves Client’s request for all or part of the requested amount, then the Contractor will be notified about the same and will be given an option to approve the applicable Refund within 15 days (the “Approval Period”). For any unapproved refund balance, the Client must use the Hire Here Dispute Resolution Policy.
2. If the Contractor submits a Dispute Notice Form during the Approval Period, then Contractor and Client are required to follow Hire Here ‘s Dispute Resolution Policy.
3. If the Contractor fails to submit a Dispute Notice Form during the Approval Period, then:
A. the request is deemed approved and Contractor will be deemed to have issued the applicable Refund Escrow Instructions;
B. for any remaining balance, and for Hourly Engagements, the Client is required to use the Hire Here Dispute Resolution Policy, depending on the Engagement type.
Please refer to our Escrow policy on www.HireHere.com/escrow for detailed information on how refunds and cancellations work.
HIRE HERE DISPUTE RESOLUTION POLICY
Resolving the dispute through the Hire Here Dispute Resolution Policy is not difficult. In order to help the Client and the Contractor to resolve their disputes in a smooth and effective manner Hire Here has devised a Dispute Resolution Policy. As soon as the Client or the Contractor raises a dispute by filling in all the requisite details in the Dispute Form and clicking on ‘I Agree’ he will be bound by this Dispute Resolution Policy. The Client or the Contractor raising the dispute shall also be asked to upload the documents as well as the screenshots in support of his case via the Website or through email within 7 days of raising the dispute.
1. “Hire Here Dispute Resolution Team”: Once a dispute is raised by either the Client or the Contractor, such dispute shall automatically be sent to Hire Here’s Dispute Resolutions Team. The team is known as Hire Here Dispute Resolution team, which will supervise and assist the parties in the entire dispute resolution process till the amicable settlement of dispute or till the commencement of Arbitration Proceedings in case the attempt for amicable settlement fails.
2. “Arbitration”: A legal technique for the resolution of disputes outside the courts, wherein the parties to a dispute refer it to one or more persons (the "arbitrator" or "arbitral tribunal"), by whose decision (the "award") they agree to be bound.
3. “Arbitration Notice”: A notice that shall be sent by Hire Here to the disputing parties for commencement of Arbitration Proceedings after they fail to resolve the dispute amicably.
4. “Dispute”: A dispute shall mean and include any issue arising between the Contractor and the Client relating to the contract they have entered into and/or any payment issues arising out the same. A dispute can be raised by or against Hire Here as well, with regard to its services, but the maximum liability of Hire Here shall be limited to the fees charged and chargeable by Hire Here with respect to the particular contract or project at issue.
5. “Notice of Dispute”: A notice that will be sent through email to the Client or the Contractor, by Hire Here, against whom a dispute has been raised.
Notice of Dispute
As soon as the Client or the Contractor raises a dispute, Hire Here will send a notice of the same to the other party on its email address registered with Hire Here. The Client or the Contractor receiving the notice shall also be asked along with his defense to provide the requisite documents and/or other evidence in support of his defense within 7 days of the receipt of the notice.
Amicable Settlement of Dispute
Hire Here believes in mutual settlement of disputes through mediation and recognizes it as the best method for settlement of disputes. The Hire Here Dispute Resolution Team shall try to help the parties resolve their conflicts in a friendly and peaceful environment through mutual negotiations as it is still the fastest and the most cost effective method of resolving disputes. The following procedure shall be followed by the disputing parties for resolving the disputes amicably:
1. When the party who has raised a dispute sends the requisite documents to Hire Here within 7 days of raising the dispute and the other party submits his defense and the supporting documents, the Hire Here Dispute Resolution Team shall inspect the submissions of the parties along with those documents and also the information available on the website.
2. After reviewing the submissions, documents and information mentioned above, the Hire Here Dispute Resolution Team will propose a mutual, non binding resolution which the parties may or may not accept. Such proposal shall be sent via email to both parties. That email shall also provide a link where the parties may accept or reject the proposed resolution. In case the dispute is raised against Hire Here, Hire Here Dispute Resolution Team may directly propose a mutual, non binding resolution, without waiting for the defense by Hire Here, which the user raising the dispute may or may not accept. In case the user accepts the resolution, Hire Here will be automatically bound by it.
3. When the period of 7 days expires from the date of receiving the proposed resolution by the Client or the Contractor, and both or either of the parties do not agree to the proposal, the proposal shall be deemed to have expired. In such a situation the dispute shall automatically be referred to Arbitration.
4. In case of dispute raised against Hire Here, when the period of 7 days expires from the date of receiving the proposed resolution by the user and the user does not agree to the proposal, the proposal shall be deemed to have expired and the dispute shall automatically be referred to Arbitration.
Once the dispute is referred to Arbitration, the parties shall be notified about the same from Hire Here along with the applicable procedure. The parties shall be asked through the notice to submit the Arbitration Payment, that will be fixed from time to time, within 15 days of the receipt of the Arbitration Notice. The payment shall be made in a step by step process, the link for which shall be provided in the email notifying about the Arbitration Payment.
If only one of the parties makes the Arbitration Payment and the other party fails to do so after the expiry of 15 days of the Arbitration Notice, the other party deems to irrevocably authorize Hire Here to release the disputed funds to the party which has paid the Arbitration fees, to the extent held in escrow and then Hire Here will close the dispute from its end.
In case both the Client and the Contractor fail to make the Arbitration Payment within 15 days of the receipt of the Arbitration notice, then both the parties shall be deemed to have irrevocably authorized Hire Here to release the disputed funds to the Client, to the extent held in escrow and then Hire Here will close the dispute from its end.
In case the dispute is raised by a user against Hire Here, and the user fails to make the payment of its share of the Arbitration fees within 15 days of the receipt of Arbitration Notice, it will not absolve the user of the liability to pay the same and Hire Here Dispute Resolution Team shall directly refer the parties to Arbitration. Hire Here shall claim such amount equivalent to Arbitration Fees paid by it on behalf of the user along with interest in addition to its other claims against the user.
In case the parties agree to Arbitration and make the payment of Arbitration Fees complying with the rules above, a Sole Arbitrator shall be appointed or chosen where the disputed amount is below $50,000 and a tribunal consisting of three Arbitrators shall be constituted in case the disputed amount is above $50,000. The arbitration shall be held in Fairfax or Prince William County, Virginia and shall be administered by the McCammon Group. The parties may also jointly agree to have a formal third-party mediation administered by the McCammon Group prior to the arbitration, also in Fairfax or Prince William County, Virginia.
If the mediation or arbitration or mediation is between the Client and Contractor, Hire Here may choose to attend in person and/or by counsel, but is not required to do so.
Arbitration is a binding procedure and parties must be aware that the Arbitration Award is final and binding on parties. The Arbitrator or the Arbitral Tribunal, as the case may be, shall use his discretionary power to resolve the dispute. In his own discretion, he may act as a mediator and help the parties arrive at a resolution themselves. However, his decision will be final. The Arbitral Tribunal shall lose all its powers after the final award is passed. All efforts will be made to complete the Arbitration proceedings within 6 months of the appointment of the Arbitrator or the Arbitral Tribunal. The Arbitrator or the Arbitral Tribunal shall be free to devise their own procedure.
TO THE EXTENT THE CLAIM, COMPLAINT OR DISPUTE RELATES TO ALLEGED COPYRIGHT INFRINGEMENT THROUGH A POSTING ON OR THROUGH THE HIRE HERE WEBSITE OR SERVICES, HIRE HERE SHALL APPLY THE PROCEDURES OF THE FEDERAL DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) BEFORE THE DISPUTE IS REFERRED TO MEDIATION AND ARBITRATION THROUGH THE MCCAMMON GROUP AND HIRE HERE SHALL ENJOY THE SAFE HARBORS AND LIABILITY LIMITATION BENEFITS WHICH THE DMCA PROVIDES FOR SERVICE PROVIDERS.
THE HIRE HERE DISPUTE RESOLUTION POLICY MAY BE CHANGED, ALTERED OR MODIFIED FROM TIME TO TIME WITHOUT ANY PRIOR INFORMATION TO THE USERS OF THE WEBSITE. THE MOST RECENT VERSION SHALL COME INTO EFFECT FROM THE EFFECTIVE DATE.
The final and binding agreements made by Hire Here through the course of a decision by the third party arbitration group shall adjust any needed schedules or payments to rectify the filed dispute. If the dispute was taken to the third party arbitrator, the defendant shall have all fees and associated costs reimbursed by the other party.
In the case that Hire Here is responsible for reimbursement, the funds may or may not be immediately funded to the defendant. It is the decision of Hire Here to pay the costs outright or choose to file a claim to be paid by insurance. If the sum to be reimbursed by Hire Here will be delivered by their insurance outlet then the duration of payment will be shifted to the policies of the insurance company. If Hire Here does not exercise its rights to a pay out via insurance, the payment will be made within 30 days of the resolution.
As quality of work will arise it will be sorted into two categories.
1. Perspective based art or conceptual creations based on request. It is the employers responsibility to ensure that they have addressed the quality of the work provided by the contractor is to their level of satisfaction via their portfolio and or other items to demonstrate their skill. All contractors enter contract with intention of fulfilling the request of the employer to their best ability. If a product is not meeting the employers satisfaction after 3 reasonable revisions or attempts to align the request of the employer. If after reasonable effort was put forth by the contractor then it is at that time that the employer is able to make their contract with the contractor void to any uncompleted milestones that remain on their contract. The same 3 revision approach shall be applied to Hire Here Value Services because the client is responsible for approving the style and or look of said elements prior to action taken by any contractor. At anytime after reasonable effort has been put forth the employer is free to terminate the contractor of that aspect of their project. If it is within using Hire Here Value Services then Hire Here will provide new perspective alternatives to fulfill that aspect of the contract.
2. Coding: The scope on the responsibility will have to be defined in the initial requirements of the project. The quality of code will be based on functionality on the devices requested by the employer in the beginning of the contract. In the event of step increases, additional work and special requests, it is the responsibility of the contractor to change the work order to accommodate additions which will result in a fluctuation in the cost of delivering the final working product. Disputes will not be able to be raised if and only if the request by the employer does not work or do what has been described in writing within the initial contract.