Effective Date: 07/01/2024

Last Updated: 09/01/2024

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If a Client and a Freelancer (defined below) enter a Fixed-Price Contract on the Zalow site, these Fixed Price Service Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly Payment Agreement with Escrow Instructions.

 

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. The version of these Escrow Instructions in effect on the date any Fixed-Price Contract is entered into apply to that contract. Please check the Site often for updates.

 

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement or elsewhere in the Terms of Service, or have the meanings given such terms on the Site. For purposes of these Escrow Instructions, the term “Freelancer” means a User with a Freelancer and/or Agency account.

Escrow services are provided by Stripe Inc. (“Stripe”).

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1. DIGITAL SIGNATURE AND COMMUNICATIONS

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Freelancer clicks to accept the engagement, pursuant to California Civil Code Section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Freelancer agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

 

Client and Freelancer agree that any written communications required herein may be provided electronically, including by email or support ticket, if applicable. Any communication sent to Zalow via U.S. mail or similar service will be deemed timely if received by Zalow by the applicable deadline.

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2. ACCEPTANCE OF ESCROW INSTRUCTIONS

Once a Client and Freelancer have agreed to a Service Contract, and the Client and Freelancer have selected “Agree” on the send offer, accept offer, or pages relating to the Service Contract to accept the Terms of Service (including these Escrow Instructions), these Escrow Instructions constitute a binding agreement between Client, Freelancer, and Stripe (collectively, the “Parties”). Client and Freelancer must execute (by digital signature or by a method mutually agreed upon by both parties), and Stripe must agree to, any supplemental instruction or addition, deletion or alteration thereto in writing (collectively the “Supplemental Escrow Instruction”). Stripe reserves the right to reject any Supplemental Escrow Instruction.

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3. DEPOSIT OF FUNDS INTO ESCROW

By sending a contract offer to Freelancer or accepting a contract offer from Freelancer, Client agrees to deposit funds for the amount of the first Milestone (as defined on the Site), or, if there are no Milestones, up to 50% of the full amount of the Service Contract. Additional Milestones may be funded on the same contract by Client by selecting the button to add an additional Milestone or to activate the next Milestone on the Site. Funds deposited by Client remain in the Client Escrow Account until they are released to the Freelancer Escrow Account or released to Client Escrow Account. Stripe will release funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow).

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4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Stripe to release applicable portions of the Fixed-Price Escrow Account (each portion, a “Release”) to the Freelancer Escrow Account or Client Escrow Account, as applicable, based on the instructions described in this Section 4 (each such instruction, a “Release Condition”), or as otherwise required by applicable law or expressly permitted by the Terms of Service. The amount of each Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, these Escrow Instructions, and the other Terms of Service. All funds released pursuant to these Escrow Instructions are subject to applicable fees as described in the Fee & Payment Schedule Policy.

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4.1 RELEASE OF FUNDS TO FREELANCER

Freelancer and Client authorize and instruct Stripe to immediately release funds to the Freelancer Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

1. Client affirmatively selects the option to release funds for a Milestone or Service Contract to Freelancer.

2. Client does not take any action for 5 business days from the date of Freelancer’s Release request, in which case Freelancer and Client agree that Stripe is authorized and instructed to immediately release to Freelancer the amount associated with the applicable Milestone in connection with such Release request.

3. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Stripe at legal@Zalow.com requesting a Release to Freelancer Escrow Account, and Stripe has agreed to the Supplemental Escrow Instructions.

4. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Freelancer has agreed to Arbitration and submitted its Arbitration Payment.

5. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.

6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Freelancer or to the extent the award is in favor of Freelancer.

7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Freelancer, in whole or in part, to the extent required by the order.

8. A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.

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4.2 RELEASE OF FUNDS TO CLIENT

Freelancer and Client authorize and instruct Stripe to immediately release funds to the Client Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

1. Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow.

2. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Stripe at legal@Zalow.com requesting a Release to the Client Escrow Account, and Stripe has agreed to the Supplemental Escrow Instructions.

3. Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.

4. Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.

5. Freelancer has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.

6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Client or to the extent the award is in favor of Client.

7. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.

8. A condition to release funds to Client described elsewhere in these Escrow Instructions applies.

 

4.3 DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Zalow has a procedure for Fixed-Price Contracts that appear to be Dormant Engagements (as defined below). For purposes of determining dormant status, “activity” means a change to the Service Contract, including Milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, or actions under the Dispute Assistance Program.

A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive calendar days after the last Milestone date contained in the Service Contract terms (“Dormant Date”). Dormant Engagements are subject to the following rules:

1. Zalow will notify Client when the Fixed-Price Contract becomes Dormant.

2. If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Zalow will notify Freelancer that the Fixed-Price Contract is Dormant (“Freelancer Notice of Dormant Engagement”).

3. If Freelancer submits a Release request within 7 calendar days after the Freelancer Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Freelancer and Client authorize and irrevocably instruct Stripe to immediately release to Freelancer the amount related to the Milestone with the Release request.

4. If neither Freelancer nor Client take any action for 7 calendar days after the Freelancer Notice of Dormant Engagement, Freelancer and Client authorize and irrevocably instruct Stripe to immediately release escrow funds to the Client Escrow Account.

 

4.4 REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in Escrow, Client and Freelancer have the ability to cancel the Service Contract by clicking to close the Service Contract. If funds are held in Escrow, refunds and cancellations must be initiated by Client or Freelancer by following the steps in this Section.

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4.4.1 REFUNDS AND CANCELLATIONS BY FREELANCER

If Freelancer wants to cancel a Service Contract with funds held in Escrow, Freelancer must select “End Project” on the Zalow platform. When Freelancer ends the Service Contract on the Zalow platform, Freelancer and Client agree that Stripe is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time.

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Freelancer may issue a refund to Client up to the amount paid on a Service Contract in the past 180 days by contacting support on the Zalow platform. Freelancer may not issue a refund in an amount greater than the combined amount of funds held in Freelancer Escrow Account, funds for transactions pending to be placed in the Freelancer Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Freelancer agrees that Stripe is authorized and irrevocably instructed to immediately release to the Client Escrow Account all Escrow funds currently held in the Freelancer Escrow Account and such funds as may be placed into the Freelancer Escrow Account once the funds are available, until the entire refund is provided to Client.

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4.4.2 CANCELLATIONS BY CLIENT

If Client wants to cancel a Service Contract with funds held in Escrow, Client must select “End Project” on the Zalow platform. Freelancer must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Freelancer approves the cancellation, Freelancer and Client agree that Stripe is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time.

 

If Freelancer is using the Site on a mobile device and does not have the ability to select the option to approve or dispute the cancellation on the mobile website or application, Freelancer must dispute Client’s cancellation via support ticket within 7 calendar days. If Freelancer takes no action within 7 calendar days from the date notification of the cancellation is sent to Freelancer by Zalow, Freelancer and Client agree that Stripe is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time. If Freelancer disputes the cancellation, Freelancer and Client will be offered Zalow Dispute Assistance (as described in Section 6).

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4.5 VIOLATION OF ZALOW TERMS OF SERVICE OR LAW

Freelancer and Client acknowledge and agree that if, in Stripe’s sole discretion, Stripe believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Client and Freelancer irrevocably authorize and instruct Stripe to take such actions as deemed appropriate, in Stripe’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment, as further described in Section 6.3 of the User Agreement. This Section 4.5 allows Stripe—as permitted by law but otherwise in its sole discretion—to return funds to Client’s Payment Method, continue to hold funds in Escrow, release funds to the Freelancer Escrow Account, or to turn funds over to third parties such as law enforcement.

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5. INSTRUCTIONS IRREVOCABLE

Client and Freelancer are deemed to and hereby agree that the instruction to Stripe and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Client’s instruction to Stripe and its wholly owned subsidiaries to release payment to Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to the Freelancer Escrow Account from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Freelancer Escrow Account, Stripe will transfer funds to the Freelancer Escrow Account and that Zalow, Stripe, and other Partners have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow Instructions and the Terms of Service, Client agrees that once Stripe or its subsidiaries or Partners have charged Client’s Payment Method, the charge is non-refundable. Client and Freelancer further agree that the only way an instruction to Stripe is revocable is if Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Stripe at legal@zalow.com requesting that Stripe take specific action with respect to the funds in its possession, and Stripe has agreed to the Supplemental Escrow Instructions.

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6. DISPUTE ASSISTANCE PROGRAM

If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, Zalow provides the dispute assistance program administered by Zalow and described in this Section 6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If the funds in dispute are held in Escrow, the Dispute Assistance Program will proceed as described in Section 6.1. If the funds in dispute have been released, the Dispute Assistance Program will proceed as described in Section 6.2. The Dispute Assistance Program is not available for disputes filed or initiated past the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute Assistance Program is offered as a form of non-binding assistance to facilitate communication and potential resolution of disputes between clients and freelancers. The Dispute Assistance Program as administered by Zalow in this Section 6 does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds. Fixed-Price Contracts with Enterprise Clients or Zalow Business Clients (defined in the Fee & Payment Policy) are not subject to Sections 6 and 7, regarding Zalow’s Dispute Assistance Program and Arbitration, respectively.

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6.1 DISPUTE OF FUNDS IN ESCROW

This Section applies to disputes over funds that are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The scope of the Escrow Dispute may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below:

• Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over funds that have been released from Escrow may be eligible for the Dispute Assistance Program described in Section 6.2.

• Initiating A Dispute: Clients have the option to release partial milestone payments or request an Escrow refund. In turn, Freelancers may initiate an Escrow Dispute when a Client fails to release a Milestone payment, releases a partial milestone payment, request an escrow refund, or ends the project with an escrow balance, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found in our Dispute Resolution Policy.

• Notice of Escrow Dispute: Once a dispute has been filed, Client will be notified of the Escrow Dispute on the platform ("Notice of Escrow Dispute"). The Notice of Escrow Dispute will request information and supporting documentation from Client.

• Lack of Participation: Client must respond to the Notice of Escrow Dispute within 5 calendar days. If Client does not timely respond to the Notice of Escrow Dispute, Client and Freelancer agree that the lack of timely response acts as an irrevocable authorization and instruction to Stripe to release the funds in Escrow from Client to Freelancer.

• Non-Binding Assistance: After Client responds to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and known information available on the Site that pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

• Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client and Freelancer that both Client and Freelancer agree to in writing, Client and Freelancer agree that Stripe is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.

• No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in Section 7 below.

 

6.2 DISPUTE OF FUNDS RELEASED

This Section applies to disputes filed by Clients or Freelancers over funds that have been released from Escrow as of the date the dispute is filed (“Dispute Mediation”). The scope of the Dispute Mediation may cover any portion of or the entirety of the Fixed Price Contract and any Milestone previously funded, approved, and released. The Dispute Assistance Program for Dispute Mediation will be administered as set forth below:

• Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Freelancer in order to be eligible for the Dispute Assistance Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30 days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance Program.

• Initiating Dispute Mediation:

  • Requesting a Refund: Clients may initiate Dispute Mediation for disputes over funds that have been released from Escrow by requesting a refund on the platform. If the Freelancer rejects the request for a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the dispute will be referred to the Dispute Assistance Program. More information on how to file a dispute on active or ended contracts can be found in the Dispute Resolution Policy.

  • Contacting Support: In addition to the above method, any User may contact Zalow Support for assistance initiating Dispute Mediation.

• Notice of Dispute Mediation: Once a dispute has been initiated, the Zalow Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Freelancer of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Freelancer must respond to the Notice of Dispute Mediation within 5 calendar days.

• Non-Binding Assistance: Once both Client and Freelancer respond to the Notice of Dispute Mediation, the Dispute Mediation Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.

• Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Freelancer, and if Client and Freelancer agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Freelancer agree that Stripe is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in the closure of the Dispute Mediation ticket.

• No Resolution: If no resolution of the dispute has been reached within 14 calendar days of the Notice of Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7 below.

 

7. ARBITRATION

After a “Notice of Non-Resolution” is issued from the Zalow Dispute Assistance Program, Freelancer and Client each has the right to demand Arbitration of a Fixed-Price Contract if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. The demand for Arbitration must be communicated to the Escrow Disputes Team or Dispute Mediation Team, as applicable, within 7 calendar days of the date of the Notice of Non-Resolution. In any Arbitration, each of you and the other User is a “Dispute Party,” and collectively you are the “Dispute Parties.”

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Any Arbitration under this Section 7 will be conducted by a neutral third-party Arbitration service (the "Arbitration Service Provider"), Ejudicate, Inc. d/b/a BRIEF, unless Zalow chooses another Arbitration service. The Arbitration rules and fees are set out in Appendix A to these Escrow Instructions.

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7.1 ARBITRATION INITIATION PROCEDURE

• Notice of Arbitration Demand: Client and Freelancer have 7 calendar days after receiving the Notice of Non-Resolution to notify Zalow via a dispute ticket of their intent to initiate Arbitration and to submit payment. The Zalow Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Freelancer and provide the Dispute Parties with information on how to submit Client’s or Freelancer’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).

• Stripe Disputes:

  • Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of Non-Resolution, Client and Freelancer agree that Stripe is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Client’s primary payment method on file. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to enforce their contractual rights, Zalow may provide contact information on file for Client or Freelancer, consistent with Zalow’s Privacy Policy.

  • Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution (“Non-Participating Party”), Freelancer and Client agree that Stripe is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Participating Party. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to enforce their contractual rights, Zalow may provide contact information on file for Client or Freelancer, consistent with Zalow’s Privacy Policy.

• Zalow Dispute Mediation

  • Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not respond to Zalow’s Notice of Non-Resolution within 7 calendar days, the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Zalow may provide contact information on file of Client or Freelancer, consistent with Zalow’s Privacy Policy.

  • Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution, the participating party may pay the full Arbitration fee for both parties to proceed to Arbitration. In the event that the participating party pays the full Arbitration fee for both parties, Freelancer and Client agree to proceed to binding Arbitration pursuant to the process listed below and further agree that the non-prevailing party will be responsible for paying any costs and fees incurred by the prevailing party in the Arbitration, as determined by the Arbitrator and included in the Arbitration award. If the participating party does not wish to pay the full Arbitration fee for both parties, the Escrow Dispute ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Zalow may provide contact information on file for Client or Freelancer, consistent with Zalow’s Privacy Policy.

• Arbitration Instructions: If both parties timely submit the Arbitration Payment, or if one party elects to pay the full Arbitration fee for both parties, Zalow will instruct the parties on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated the Arbitration, Zalow will provide the Arbitration Service Provider with relevant documentation, including information collected in the Escrow Dispute or Dispute Mediation process and contents of the Contract Room. The scope of Arbitration may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released.

 

7.2 AUTHORIZATION TO COLLECT ARBITRATION FEES

When you electronically authorize payment of the invoice for the Arbitration Payment as emailed to you by Zalow, you irrevocably authorize and instruct (i) Stripe or its Partners, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) Stripe, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Zalow. If Stripe or its Partners cannot collect sufficient funds to fulfill the Escrow release instructions for any reason, Stripe has no obligation with respect to making the payment to Zalow on your behalf, and you will be considered as not having paid the Arbitration Payment as required by this Section 7.2.

 

7.3 LIMITATIONS PERIOD FOR ARBITRATIONS

If both Client and Freelancer fail to demand Arbitration or fail to timely submit the Arbitration payments within 7 calendar days of the Notice of Non-Resolution, then the dispute is no longer eligible for Arbitration under this process, and Client and Freelancer will be deemed to have irrevocably authorized and instructed Stripe to, and Stripe will, release all funds in the Fixed-Price Escrow Account to the Client’s Escrow Account.

 

7.4 ARBITRATION AWARD

Client and Freelancer agree that the arbitrator of the Arbitration Service Provider is authorized to decide the Escrow Dispute or Dispute Mediation within its sole discretion. You agree that the arbitrator’s award is final and binding, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to Zalow, then Zalow and Stripe have the right to treat such notice as conclusive and act in reliance thereon. If Client or Freelancer refuses to comply with the Arbitrator’s award, Zalow will suspend the non-complying Party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the non-complying Party’s ability to withdraw funds.

 

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow funds released under the Dispute Assistance Program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and these Escrow Instructions.

 

9. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Zalow to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Zalow, for checking their registered email address and for responding to notices sent by Zalow to the User’s registered email address.

 

10. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, unless otherwise required by law, and Zalow will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as Zalow deems appropriate in its sole discretion.

 

11. ABUSE

Zalow, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if Zalow believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

 

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Zalow and Partners merely provide a platform for Internet payment services. Zalow and Partners do not have any responsibility or control over the Freelancer Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem Zalow or any Partner as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Zalow does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

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APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE ARBITRATION SERVICE PROVIDER, BRIEF

This Appendix A summarizes certain pertinent contractual terms that BRIEF has agreed to in providing arbitration services to Clients and Freelancers who choose BRIEF as their arbitrator under the Fixed-Price Escrow Instructions. BRIEF is solely a third-party arbitration service provider. Zalow and its Partners have no direct or indirect Partner, partnership, joint venture, ownership or control relationship with or interest in BRIEF, and therefore Zalow and its Partners assume no responsibility or liability for the services of BRIEF.

 

ARBITRATOR SELECTION

All Arbitrations by Brief are conducted by a single arbitrator. The arbitrator is selected by Brief based on jurisdiction of the matter, skillset, experience, impartiality and neutrality, amongst other factors. The arbitrator is required to render a ruling fairly, independently, impartially and without any conflict of interest. The arbitrator will provide a ruling over the matter, but cannot provide independent legal advice to any party.

 

RULES OF THE PROCEEDINGS

1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.

2. The language of the Arbitration will be English.

3. All proceedings will be “on documents,” unless the parties opt for and fund payment for the additional cost of a live hearing (see fees below). The evidence admissible will consist solely and exclusively of documents and communications between the parties and related to the contract, and testimony if a live hearing is conducted. The arbitrator's award will be based on the supporting, relevant, admissible documents and statements. Once arbitration is initiated, the failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.

4. Each party is given an opportunity to submit, in writing or through digital representations, the party’s testimony and supporting evidence through the BRIEF process and platform. Each party is also given an opportunity to rebut the other party’s testimony or supporting evidence. All testimony submitted to BRIEF is submitted under penalty of perjury. Failure to respond to a claim will lead to a waiver of any defenses and may result in an entry of default.

5. All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.

6. The Arbitration generally will conclude within 30 calendar days from the date of submission to the Arbitration Service Provider, with reasonable extensions provided only as necessary.

7. All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.

 

COMMUNICATIONS, DOCUMENTS, AND TESTIMONY

1. All communications between the parties and the arbitrator shall occur over the BRIEF platform. The arbitrator will not engage in ex-parte communications; rather, communications by either party to the arbitrator will be shared with all parties.

2. Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.

3. The parties do not engage in direct discovery, including interrogatories, requests for admissions or production, or depositions. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.

 

THE AWARD

BRIEF will provide Zalow and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide written reasons for the Award to the parties. The arbitrator may also issue orders to protect the confidentiality of proprietary information. Once rendered, an arbitrator’s award is final, and cannot be appealed. The award will only be modified or edited after it is issued if such change is due to the arbitrator’s error or otherwise at the arbitrator’s discretion.

 

FEES

The fee for Arbitrations by BRIEF is $675 for claims with less than $20,000 in dispute. An additional fee is assessed for claims that exceed $20,000, which will be calculated as a percentage of the claim amount. The Client and Freelancer may also choose to pay a $450 fee to have a live hearing with the arbitrator as part of the Arbitration; this additional service and cost is completely optional.

All fees will be collected at the start of the arbitration. For all claims, Client and Freelancer will each be responsible for paying $337.50. One party may, as described above, pay the full $675 for both parties to proceed to arbitration. They will also share the cost of the live hearing if they choose that option. Zalow will cover the additional initial costs of each arbitration.