BILLING AND PAYMENT SERVICES
The Archability Payment Service ("Payment Service") enables Contractors to issue invoices and enables Clients to make payments for services. When Client makes a payment through the Payment Service, Archability does not deduct any fees. Members, however, are responsible for any fees associated with PayPal transactions.
Mandatory use of Billing and Payment Service
As a Client, you agree to use the Payment Service to make all payments to a Contractor. You also agree not to take any action directly or indirectly to circumvent the Archability Payment Service.
As a Contractor, you agree to use the Payment Service to receive all payments from a Client. In addition, you acknowledge and agree that a Client is not obligated to pay any invoice to you unless you originated that invoice through the Payment Service.
Non-Circumvention of Payment Service
You agree not to circumvent the Payment Service. Prohibited acts include (but are not limited to) the following:
As a Client, you agree to notify Archability immediately if your Contractor solicits payments from you outside the Site. As a Contractor, you agree to notify Archability immediately if your Client seeks to pay you outside the Site.
Legal Nature of Payment Service
When you use the Payment Service to bill for or pay service fees, Archability acts as your agent based upon your direction and your requirements to perform tasks on your behalf. Archability holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to any other entity under any circumstances.
By initiating invoices and sending payments through the Payment Service or depositing funds to your Account, you appoint Archability as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Payment Service Policy and the Archability Terms and Conditions. Each Contractor must properly discharge and credit Clients for all payments that Archability receives through the Payment Service from such Clients.
No Responsibility for Provider Services or Client Payments
Archability acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. Archability does not have any control over the Services invoiced or paid for with the Payment Service, nor whether a Client or Contractor you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute Archability your agent with respect to any Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms and Conditions.
Disputes Between Clients and Contractors
Any disputes in connection with services provided by Contractors or payments made by Clients remain between such Clients and Contractors. By using the Payment Service, you acknowledge that Archability will not be a party to any such dispute. Archability will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. Archability may, at its sole discretion, be required to withhold or delay payment or continue to hold amounts in Escrow or make payment or release funds in Escrow, in the event of dispute between a Client and a Contractor.
How to Bill/Invoice for Services
To request payment from a Client using the Payment Service, Contractor must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment, Contractor authorizes Archability to bill such Client and receive payments from the Client on Contractor's behalf in the amounts stated on the applicable Payment Service Web page.
When Contractor requests payment from a Client, such request is:
Contractor's representation that it has completed the applicable Services fully and satisfactorily, and
How to Pay for Services
To pay a Contractor using the Payment Service, Client must deposit funds into their Archability account by following the instructions and links in the Site Control Panel once logged in. Client must be a Member that holds a valid credit card issued by a bank acceptable to Archability or a Member that holds a Verified PayPal account. These funds can then be moved by the Client into the applicable Escrow account. When Client instructs Archability to pay a Provider using the Payment Service, such instruction is:
Miscellaneous Payment Service Terms
Authorized Payments are Final
Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final.
Erroneous or Duplicate Transactions; Charge Backs
Archability reserves the right to seek reimbursement from you, and you will reimburse Archability, if Archability discovers erroneous or duplicate transactions, or Archability receives a charge back from any Client's credit card company, bank, or PayPal for any reason. You agree that Archability has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.
The Payment Service operates in US Dollars and therefore Archability is not responsible for currency fluctuations that occur with transactions in a currency other than US Dollars, nor is Archability responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.
Withdrawal of Funds
To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the conditions and restrictions contained on the Site and in these Site Policies and Terms and Conditions. Notwithstanding any other provision of these Terms and Conditions, if Archability determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms and Conditions, Archability has the right to refuse to process the withdrawal.
Hold on Account Funds
Archability will make funds deposited in your Account generally available for you to use or withdraw. Archability reserves the right, at its sole discretion, to place a hold on funds for Client payments to clear, or if Archability suspects monies may be subject to charge back or if fraud is suspected. Archability will release a hold as soon as practical.
Agreement to Pay
If, for any reason, Archability does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other Archability Services, you agree to pay such amount immediately upon demand by Archability. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by Archability in collecting from you the authorized but unpaid amount. In such case, Archability may, at its option, stop processing any further payments made by you and apply any amounts then held by Archability on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other Archability Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
GENERAL ESCROW INSTRUCTIONS
When Client Submits a Funding Approval on the Site, Client irrevocably authorizes Archability to use the Payment Service to charge Client's Account and, as appropriate, Client's credit card, bank, or PayPal in the amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow Account for the Job. If Archability cannot collect such amount for any reason, Archability has no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until Client submits the initial Funding Approval with Archability, Archability has no obligation with respect to the Escrow.
Client's Submission of Funding Approval for an Escrow constitutes Client's agreement to pay the amounts that Client authorizes Archability to charge against Client's Account and, as appropriate, Client's credit card, bank, or PayPal. Such payments, once authorized, are final, and Archability will release amounts in the Escrow only pursuant to the Escrow Instructions.
Use of Funds in Escrow Account
Archability uses funds deposited in the Escrow Account only in accordance with the Client's Escrow Instructions. Archability will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a bankruptcy or for any other purpose.
Escrow Account Deposit
Archability deposits and maintains all funds in the Escrow Account in a bank insured by the Federal Deposit Insurance Corporation and approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Archability may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Escrow Accounts.
Client and Contractor may access current information regarding the status of the Escrow on the Site.
Release and Delivery of Amounts in Escrow
Archability is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Contractor or Client only pursuant to one or more Release Conditions provided below. Provider and Client authorize Archability to use the Payment Service to deliver the amount of any Release, and to withhold from Contractorr those amounts Archability is entitled to withhold pursuant to the Payment Service.
As used in these General Escrow Instructions, "Release Conditions" means any of the following:
When Client pays or releases escrow funds to a Provider through the Site, Archability does not collect a fee (Archability levies a fee of 10% against the withdrawal of funds from the Contractor). Clients are, however, responsible for any PayPal Payment Processing Fees.
Release of Escrow Amount
Upon any Release, the Escrow (the that specific milestone) will terminate as it relates to the portion of the Escrow Account so released. Upon Release of Escrow funds for the final milestone the entire Escrow Account will terminate.
RELEASES ARE FINAL
YOUR APPROVAL OF A RELEASE OF ANY AMOUNT IN THE ESCROW ACCOUNT CONSTITUTES YOUR AGREEMENT TO RELEASE SUCH AMOUNTS FROM THE ESCROW. ANY SUCH RELEASE IS FINAL.
Termination of Escrow
The Escrow will terminate automatically upon Release of all funds in the Escrow Account.
Survival of Terms Following Termination
Upon termination of the Escrow, the remaining provisions of the Archability Terms and Conditions will survive, including, without limitation, obligations to pay Archability any amounts, provisions concerning dispute resolution, limitation of liability, and indemnification obligations.
Archability encourages detailed and professional communication between Clients and Contractors throughout the Site. You are required to log onto the Site to manage Jobs and to maintain the Site's electronic record of all written communication including clarifications and agreements around scope, deliverables, milestones, time frames, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, telephone or in-person conversations between the Client and the Provider to maintain a record. If there is a dispute, all written communication on the Site, including Project posting, proposals, Terms, messages, and any communications transcribed to the Workroom will serve as the record for resolution of the dispute. A communication that is not saved in or copied to the Workroom cannot be submitted as evidence in the Archability Dispute Resolution process after a dispute is reported.
Posting Information and Content
You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Services, providing a proposal for a posted Project, posting your profile and providing feedback). You agree to update such information whenever it changes.
Under federal law (specifically, the Communications Decency Act of 1996), Archability is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Archability is not responsible for and does not monitor or censor content for accuracy or reliability. Archability reserves the right to remove or restrict access to any information, content or Project posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if Archability considers such information or content to be in violation of the Archability Terms and Conditions.
As a Client, when posting Jobs and hiring Providers, you agree to the following guidelines:
Once you have hired, log onto the Site to manage the Job and use the Workroom as described in the section entitled "Communication."
Prohibited Project Postings
You agree NOT to do any of the following when you post a Project or transmit information on the Site:
Prohibited Site Activities
You agree NOT to do any of the following on the Site:
Registering to Provide Services
If you wish to provide services through Archability, you must complete the Contractor registration process and complete all sections of the provider profile. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, and accuracy. For purposes of your Archability registration information, your true, accurate, complete location is the primary place from which your Services are rendered. Misleading information about your location is not allowed on Archability. Archability can suspend or terminate your Account upon the discovery that any information you provided or posted is not true, accurate or complete, or as a result of other violations of the Archability Terms and Conditions.
As a Contractor, you agree to follow these guidelines when you submit a proposal:
Project Fulfillment Guidelines
You agree to the following Project fulfillment guidelines:
Audit Provisions and Record Keeping
You agree to keep and maintain complete and accurate records related to the Provider Services that you perform for your Client, including the service description, the proposal and payment terms, and information on all repeat or follow-on Provider Services performed for each Client originated on Archability. If questions arise regarding services rendered, work performed or fees due to Archability, you agree to provide copies of these records and other relevant documentation to Archability within 10 days of Archability's request.
Ratings and Feedback System
Archability provides its feedback and rating system as a means through which Users can express their opinions publicly, and Archability does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Archability's attention.
You are strongly encouraged to leave objective and balanced feedback about the Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted.
Contractors agree to be rated by Clients along several criteria, as determined by Archability. Clients agree to be rated by contractors along several criteria, as determined by Archability.
You may be held legally responsible for damages suffered by other Archability Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Archability is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
You may not under any circumstances make deliverables or payment contingent on users providing positive feedback, solicit inaccurate feedback, leave feedback for yourself using another username.
You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support, and agree not to take any actions that undermine the integrity of the feedback system.
Archability will investigate and has the right to remove posted feedback or information that is deemed inappropriate.
CONTRACTOR MEMBERSHIP FEES
Provider Membership Programs
Archability offers all Contractors the same services and benefits. There are no subscription or running fees associated with being a Contractor.
Membership Cancellation Instructions
You may cancel your membership by logging into your user account or contacting Customer Support. Archability will send you an email confirmation once your membership has been canceled.
DESPUTE RESOLUTION PROCESS
How to Avoid Disputes
Disputes often arise due to miscommunication and can often be resolved amicably between the parties. Archability recommends the following steps to avoid disputes:
Disputes with another Member
Any agreement resolving the dispute between you and another member must be posted (and confirmed by both parties) as text or attachments onto the Workroom to allow Archability to maintain a record of the disposition of the matter.
If Contractor or Client requests an Escrow Release or a modification to the Terms due to changed circumstances imposed by the other party, and if the other party does not approve such Release or modification within five business days after such request was posted on the Site, then either Contractor or Client has the right to submit a Prject Cancellation Request to Archability Customer Support.
If Contractor or Client sends a Project Cancellation Request, the other party has three business days to respond in the Workroom with contrary instructions before Contractor or Client has the right to make a request to Archability for assistance. Contrary Instructions means a good faith written representation: (1) If by Client, that Client has not received all Milestone Deliverables required for a Release pursuant to the Terms, or (2) If by Contractor, that Contractor has delivered all Milestone Deliverables required for a Release.
Failure to provide Contrary Instructions
If Client or Contractor does not upload Contrary Instructions to the Site within three business days following Contractor's or Client's original Project Cancellation Request, Contractor or Client will notify Archability of such failure, Archability will then notify the Client or Contractor and require a response. If Client or Contractor does not respond to Archability within five business days of Archability's demand then Client and Contractor will be deemed to have agreed to the Release or the cancellation sought, and either (1) Client and Contractor will be deemed to have authorized and instructed Archability to, and Archability will, make the Release to the Contractor or (2) Contractor and Client will be deemed to have authorized Archability to, and Archability will, make the Release to the Client, as the case may be. Archability has the right to terminate that party's Project or Account.
Archability is a neutral third party and has no further obligations. No Archability employee is authorized to make any recommendation or guaranty regarding the dispute.