Acadlancer Client User Agreement - Terms of Use

 

This Acadlancer Client User Agreement - Terms of Use (“Agreement”) is made and entered into between [Hepta Engineering and Sciences LLC] DBA Acadlancer (“Acadlancer”) and the Client (any references herein to “you,” “your,” “they,” “their” or any other identifiers shall apply to and have the same meaning and effect on the Client). This Agreement shall be effective immediately upon all parties having duly executed it.

 

The Client desires to use the Acadlancer platform, its services, and platform to seek academic services or assistance on a non-exclusive basis.

Acadlancer is willing to permit the Client to access the Acadlancer platform to locate and potentially collaborate with academic experts or providers to achieve their academic goals.

 

This Agreement includes ACH Agreement and Credit Card Agreement (referred to as “Other Terms of Use”), and the Client accepts any and all terms, conditions, and obligations set forth in the Other Terms of Use.

 

CLIENT’S ACCESS TO THE ACADEMIC PLATFORM. Client understands and acknowledges that admission and continued access to the Acadlancer platform are conditioned on the Client’s execution and fulfillment of all conditions and obligations of this Agreement and Other Terms of Use.

 

U.S. Law restricts Acadlancer from conducting business with individuals or entities located or traveling in restricted areas. Businesses or individuals in the following regions and countries are not permitted to register for accounts or utilize our platform:
Belarus, Burma, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Zimbabwe, and others as added [here].

 

In compliance with U.S. Law, Acadlancer does not conduct business with individuals and entities on a list called the Specially Designated Nationals ("SDN") list. For more information on these laws as well as the regions and countries listed, click [here].

 

MARKETPLACE CONCEPT - ACCESS TO ACADEMIC EXPERTS ON A NON-EXCLUSIVE BASIS. Client understands and acknowledges that Acadlancer may, in its sole discretion and subject to certain access criteria, permit an unlimited number of Clients and Academic Experts access to the Acadlancer platform. The Client recognizes that other Users on the Acadlancer platform may be involved, may have previously been involved, or may get involved in the future in similar academic pursuits or activities. Clients should understand that Academic Experts on Acadlancer may have other clients both within and outside the Acadlancer platform and might be offering services similar to or the same as those offered to the Client. Client understands and acknowledges that Academic Experts are independent entities making themselves available to offer services on a discretionary, non-exclusive basis, and any change to the non-exclusivity of services is strictly between the Client and the Academic Expert.

 

CLIENT AND ACADEMIC EXPERTS. Both the Client and the Academic Expert are responsible for determining the approach and methodology for the services. They are also in charge of setting the project's duration and any scheduling related to it. Any resources, materials, tools, or other items required for the provision of services fall under the agreement between the Client and the Academic Expert. It is their responsibility to decide on any onboarding related to the agreed-upon scope of services. Clients are urged to finalize the scope of hours needed for any project with the Academic Experts beforehand and in writing. Acadlancer promotes this practice to avoid any future disagreements between the Client and the Academic Experts concerning the time spent on services, where applicable.

Before any services by any Academic Expert commence, the Client agrees that the Expert's rates must be mutually agreed upon by both parties and approved by Acadlancer. The Client acknowledges that the Academic Expert must agree to provide services to the Client. Clients must recognize that due to their Independent Contractor status, Academic Experts are under no obligation to remain "on call" continuously or be available 24/7 for the Client. This "on-call" expectation is not a part of the Academic Experts' agreement in accessing or using the Acadlancer platform. Both the Client and the Academic Expert are in charge of all other facets of their professional relationship. However, the Client must adhere to all obligations set out in this Agreement and Other Terms of Use.

 

CLIENT’S WARRANTIES AND OBLIGATIONS RELATED TO ACCESS AND USE OF THE PLATFORM.
Client represents and warrants that they will use the Acadlancer platform solely for academic purposes. Client further attests to being in good standing with all federal, state, local, and academic institutions, irrespective of where the Client's main address or place of business is located or wherever the Client might be conducting academic endeavors. Client confirms that they are over the age of 18 years old (if an individual) and are eligible to utilize the Acadlancer platform, irrespective of where access or services originate, continue, or conclude. The Client is obligated to have legal authorization to conduct academic activities under all relevant laws and regulations. Client affirms that the academic services sought on the Acadlancer platform are lawful and legitimate.

Client understands that they are responsible for payments to Academic Experts via the Acadlancer platform for all services provided, whether these are delivered by the Academic Expert as an individual or by an Academic Expert affiliated with a larger academic entity (“Academic Entities”). Payments to Academic Experts via the Acadlancer platform must be made regularly, as stipulated by the platform's policies.

The Client acknowledges responsibility for any tax implications linked to its academic activities. If the Client involves other representatives (“Client’s Academic Team”) in the services, the Client will be solely responsible for all associated expenses, payments, taxes (including VAT where relevant), benefits, and any other monetary or non-monetary entitlements linked to the team. Acadlancer has no relationship with these teams, and they are not entitled to any payments from Acadlancer.

On rare occasions, an Academic Expert might provide services at a Client's location or might meet the Client in person. This decision is solely between the Academic Expert and Client, but Acadlancer typically advises against in-person interactions. Acadlancer bears no responsibility for any injuries or claims stemming from such meetings, including any related to travel. Clients are expected to have insurance in place that's pertinent to their academic activities and compliant with relevant regulations.

Clients commit to treating Academic Experts as Independent Contractors and assume all responsibility for the employment classification of any Academic Expert or affiliated entity. Clients understand that Acadlancer exercises no control or supervision over Academic Experts, apart from facilitating platform access. Any customer support from Acadlancer is purely for user benefit and does not indicate any control over the independent relationship between Client and Academic Expert. It is agreed upon that Academic Experts are not Acadlancer's employees or agents. Any terms of engagement, including pay rates and working conditions, are to be settled between the Client and the Academic Expert.

Clients recognize that Acadlancer's primary role is to connect them with Academic Experts on the platform who can meet their academic needs.

 

PAYMENT OBLIGATIONS. CLIENT AGREES AND ACKNOWLEDGES THEY ARE SOLELY RESPONSIBLE FOR FULL PAYMENT FOR ALL SERVICES RENDERED BY ANY FREELANCER FOR FREELANCER’S SERVICES TO CLIENT ARISING OUT OF THE FREELANCER AND CLIENT’S ACCESS TO AND/OR USE OF THE ACADELANCER PLATFORM. CLIENT ACKNOWLEDGES AND AGREES THAT THIS IS A MATERIAL PROVISION OF THIS AGREEMENT AND CLIENT’S ACCESS AND USE OF THE ACADELANCER PLATFORM.

 

COMMUNICATION. Client commits to maintain an active email address and phone number and to ensure that such contact details are always available to Acadlancer and its Freelancers. Client grants Acadlancer the right to share this contact information with any Freelancers related to the Client's projects. Client information will be retained and managed in accordance with Acadlancer's privacy policy and standard operational procedures.

 

PROFESSIONAL CONDUCT. All Users, both Freelancers and Clients, are obligated to act with professionalism and courtesy at all times. Discrimination, harassment, or any unlawful behavior will not be tolerated on the Acadlancer platform. Abusive or disrespectful language, including but not limited to profanity, insults, or violent language, is strictly prohibited. Acadlancer is committed to fostering a platform free from discrimination and retaliation, promoting equal opportunity regardless of gender, race, ethnicity, religion, disability, sexual orientation, or any other protected characteristic. Continued use of the Acadlancer platform is contingent upon adherence to these principles of respect and professionalism.

 

DOCUMENTATION AND COOPERATION. If Acadlancer requests at any point, the Client will provide relevant business records, including but not limited to business licenses or other documents proving the legitimacy of their business operations related to the use of the Acadlancer platform. Clients pledge to be cooperative and provide any additional necessary documentation promptly upon request.

 

BENEFITS OF ACADELANCER’S PLATFORM. At Acadlancer's discretion, Clients gain access to Freelancers both within the United States and internationally. This is subject to the mutual agreement between the Client and the Freelancer about the specific services needed. Acadlancer offers the platform to enhance the Client’s ability to find Freelancers who can meet their academic service needs. Clients can access Acadlancer.com (the "Site"), which serves as a bridge for Clients and Freelancers to meet and potentially form independent contractual relationships based on the services required.

 

CLIENT REQUESTS AND FREELANCER MATCHING. Acadlancer, upon understanding the Client's needs, shares these requirements with its vast network of Freelancers. Using its expertise, Acadlancer then helps facilitate connections between the Client and one or multiple Freelancers whose skills align with the Client’s requirements.

 

ISSUE RESOLUTION. Should there be unresolved disputes between the Freelancer and the Client, Acadlancer may step in to mediate and assist in finding a resolution. If a Freelancer doesn't meet the Service standards, based on the Client's feedback and Acadlancer’s independent evaluation, Acadlancer may suggest an alternative Freelancer to fulfill the Client’s needs.

 

WORK PRODUCT AND INTELLECTUAL PROPERTY RIGHTS. Barring any written agreement to the contrary between the Client and the Freelancer, once the Freelancer receives full payment for services rendered, all Work Product, excluding any Background Technology, and encompassing all Intellectual Property Rights related to the Work Product, will become the exclusive property of the Client. Any Intellectual Property Rights that the Freelancer may have, which aren't transferred to the Client upon full payment, are hereby irrevocably assigned to the Client. The Freelancer retains no rights to use and won’t contest the Client's ownership of such Intellectual Property Rights. Any moral rights or similar rights the Freelancer may hold in the Work Product are also waived. If payment is made only for a part of the Work Product, the assignment applies solely to that portion which was delivered and paid for.

Definitions:

 

PAYMENT TERMS. The Client acknowledges that they will be billed for the total hours logged by the Freelancer for the services rendered as per Acadlancer's time-tracking system. The billing period runs from Wednesday through Tuesday, with Clients being billed every Thursday. Invoices, detailing hours logged by the Freelancer for the prior period, will be sent via email. Invoices may be sent post the Client’s account being charged. This payment and billing procedure is consistent irrespective of the chosen payment method. The Client expressly consents to these payment conditions and practices.

 

CLIENT PAYMENT RESPONSIBILITIES. The Client is obligated to pay for all hours billed related to Services rendered, whether these Services are for the Client directly or a third party with whom the Client does business. If a third party receives Services from a Freelancer due to the Freelancer's engagement with the Client, the Client remains responsible for all billed hours until such time the third party independently joins the Acadlancer Network. This responsibility encompasses payments stemming solely from the Client’s bank account(s) (ACH) or credit card(s).

 

TIME TRACKING & INVOICES. Freelancers log the hours they dedicate to rendering Services using the Acadlancer time-tracking system. While Freelancers might submit their own invoices to the Client, the Client remains accountable for the hours logged in the Acadlancer time-tracking system. It's essential to note that Acadlancer does not utilize screen capture or screenshot tools. The Client accepts that the absence of these tools isn't a legitimate reason to dispute an invoice or billed hours. Clients can monitor billed hours anytime by logging into their Acadlancer account.

 

TRANSACTIONS & DISPUTES. All transactions conducted are irrevocable. Upon receiving an invoice, the Client must review it promptly. However, should there be any billing concerns, the Client is advised to discuss them with the Freelancer and, if required, with Acadlancer within seven (7) days from the end of the invoiced period. Beyond this period, except as outlined herein, any disagreements concerning refunds will be settled directly between the Freelancer and the Client.

 

Payment Options for Client. Clients have three (3) available methods to pay Freelancers for the Services provided. Clients are required to choose ONE of these methods:

  1. ACH/Bank account on file (Debited weekly)
  2. Credit Card on file (Charged weekly)
  3. Retainer (Exclusive for international Clients; an upfront payment for anticipated work)

 

Payment Method Maintenance. The Client commits to maintaining an up-to-date and acceptable payment method (details of acceptable methods provided below) linked with their Acadlancer Account. If the Client's Acadlancer account lacks an active and valid payment method, meaning the Client cannot be charged, or full payment cannot be processed (or covered) for the current invoices tied to the Freelancer’s Services, Acadlancer may suggest to Freelancers to temporarily halt the agreed-upon Services for the Client until a valid payment method is updated with Acadlancer or the relevant payment processor.

By proceeding, the Client acknowledges, accepts, and consents to these stipulations. Furthermore, the Client releases Acadlancer and any Freelancers from any potential Claims arising from any temporary interruptions, delays, or halting of Freelancer Services due to the payment method requirements outlined here and in the Other Terms of Use. The Client consents to allowing Acadlancer to seek the Client’s contact and payment method details from Freelancers, if necessary, to support the Client and Freelancers in complying with payment method stipulations and to reinstate Services.

 

Detailed Payment Methods. For further insights, visit: //acadlancer.com/payments/

 

a. By opting for the ACH payment scheme, Clients adhere to the Client ACH Agreement & Authorization Form, available at //Acadlancer.com/client-ach-authorization-form/. This grants permission for weekly invoices for Services provided by Freelancers to be debited from the Client’s account. By inputting banking details, the Client confirms their acceptance of the ACH Agreement.

 

b. A sum of $10 might be debited from the Client's bank account to finalize the synchronization. Acadlancer will credit the Client's initial invoice with the full $10.00, and the Client's banking details will be securely stored for future transactions.

 

(ii) Credit Card – Payments for weekly invoices for Services rendered by Freelancers are processed by Acadlancer and subsequently transferred to the Freelancers using the Client’s credit card. The Client's credit card details are securely stored within the Acadlancer system, with invoices being automatically charged each week. NO MINIMUM REQUIRED.

 

(a) Enroll in the credit card payment program by adding your credit card details at https://dashboard.acadlancer.com/billing.

 

(b) The Client authorizes payment processors (e.g., Stripe, Bluesnap, Armatic Inc., or other utilized processors) and Acadlancer to charge the Client's credit card automatically for all past, present, and future Services rendered. According to the Other Terms of Use, Acadlancer may opt to switch from current payment processors to a different provider, given prior written notice. Clients will indemnify the Payment Processor on behalf of Acadlancer, its affiliates, predecessors, and agents against any claims or liabilities arising from charges to the Client’s credit card.

The Client agrees to the storage of their credit card details by Acadlancer's Payment Processor for ongoing payments to Freelancers for the provided Services, including Service Fees.

 

(c) Should the Client's credit card be canceled or if full payment cannot be processed, an alternative valid credit card must be provided immediately. The Client commits to ensuring an updated and functional credit card is furnished within 48 hours.

 

(d) Access to the Acadlancer platform and Freelancer’s Services may be temporarily halted if a credit card is declined, up until it is updated and charges can be successfully processed.

 

(e) By supplying Acadlancer and/or its Payment Processor with credit card details, the Client agrees to the following Acadlancer Credit Card Terms:

  1. The Client authorizes Acadlancer to automatically charge the Client’s credit card for all Freelancer invoices for both current and future Services provided via Acadlancer.
  2. The Client acknowledges their sole responsibility for all transaction fees, credit card fees, chargeback fees, and other associated charges.
  3. The Client's credit card will be set up for recurring payments of weekly invoices. Typically, credit cards are charged every Thursday.
  4. If the Client’s primary credit card is declined or payment cannot be processed within 24 hours, backup credit card/payment methods will be automatically charged. Should the primary payment method fail for any reason, the Client authorizes the secondary payment method to be charged without prior notice. For adjustments to backup payment methods, please contact [email protected].

 

(f) Clients are urged to promptly reach out to Acadlancer for any concerns or disputes related to credit card charges or payment issues before resorting to chargebacks, bank consultations, or any other measures.

 

(g) The Client acknowledges their sole responsibility for all applicable fees, including surcharges, conversion fees, and any charges associated with disputing chargebacks, irrespective of the chargeback's cause.

 

THERE IS NO UPFRONT CHARGE FOR THE ACH AND CREDIT CARD OPTIONS. 

 

(iii) Retainer - This option is primarily available for international Clients who might not have a functional credit card or bank account. Utilization of the Retainer option requires Acadlancer's explicit approval. For more details, please refer to the separate Retainer Agreement.

 

OTHER PAYMENT INFORMATION. The clauses mentioned here are applicable to this Agreement, irrespective of the payment method the Client chooses:

 

(i) Fees – The Client acknowledges and agrees to bear all transaction fees, including but not limited to processing and conversion fees, regardless of their selected payment method. Should any fees be erroneously charged, they will be credited to the Client's subsequent invoice.

 

(ii) The Client warrants that payments for Services agreed upon with Freelancers via Acadlancer will be executed exclusively from their bank accounts or credit cards, negating the use of any third-party accounts or cards with which they might be associated.

 

(iii) All payments for Services provided by Freelancers must either be in United States Dollars (USD) or, if converted, all conversion costs should be borne by the Client.

 

(iv) If an invoice's full amount isn't settled when the payment is processed, regardless of the Client's chosen payment method, the Client agrees to either a 1.5% monthly late fee on the outstanding amount or a $25 weekly late fee, whichever is higher, until the complete payment is made, unless restricted by the prevailing law.

 

(v) All payments for Services offered by Freelancers and presented for payment through Acadlancer to be transferred to the Freelancer must be routed to Acadlancer LLC. Clients must abstain from paying Freelancers directly for any Services procured through Acadlancer. If a Client desires to reward a Freelancer with a bonus or any other form of payment, it must be transacted through Acadlancer. Please email [email protected] with the Freelancer's name and the desired amount, and Acadlancer will facilitate the payment as per the Freelancer User Agreement - Terms of Use of Acadlancer.

 

(vi) Clients are strictly prohibited from discussing rate details, be it hourly or flat rate, directly with Freelancers. This is a pivotal condition of this Agreement. For any inquiries or feedback regarding rates, Clients should reach out to [email protected].

 

RELATIONSHIP OF THE ACADLANCER PLATFORM AND FREELANCERS. Client comprehends and acknowledges that Freelancers within the Acadlancer platform are Independent Contractors in relation to the Client and should be regarded by the Client—in all contexts—as Independent Contractors. It's clear to the Client that Freelancers are merely participants on the Acadlancer platform, utilizing a portal to seek potential freelance engagements. The Client understands and agrees that Freelancers are not employees of the Acadlancer platform for any reasons.

 

The Client recognizes that a Freelancer possesses no rights or authority, whether explicit or implied, to assume or to generate any commitment or responsibility on behalf of Acadlancer unless Acadlancer has provided explicit written consent. Furthermore, the Client understands and agrees that Freelancers lack the authority to create or take on any obligation(s) or to present any guarantees regarding Acadlancer unless they receive explicit written consent from Acadlancer.

 

LIMITED USE OF FREELANCERS. The Client commits to refrain from attempts to employ, remunerate, solicit, recruit, or enter into a contract with a Freelancer (all mentions of "Freelancer" in this segment also refer to Freelancer's associates) outside of Acadlancer if they came into contact with or worked with that Freelancer at any point while accessing or utilizing the Acadlancer platform. This commitment remains effective for two (2) years subsequent to the termination of the Client’s access to or use of the Acadlancer platform, regardless of the rationale behind the termination.

 

The Client shall not advise, incite, or prompt any other User within the Acadlancer platform or any external party to avoid the Acadlancer platform or to engage with any Freelancer they became acquainted with or worked with while on the Acadlancer platform. This condition strictly forbids the Client from executing any of the actions mentioned in this segment either directly, through a third party, or by suggesting such actions to other parties without endorsing access through Acadlancer.

 

Should the Client become aware or suspect that any other Client, User, or Freelancer on the Acadlancer platform is circumventing the platform and conducting business outside its parameters in violation of this clause, they agree to promptly inform Acadlancer.

 

In the event a Freelancer is employed, contracted, or receives compensation (outside of Acadlancer) by the Client or another party on behalf of the Client that contravenes this section, the Client recognizes the substantial effort and resources Acadlancer puts into pre-screening Freelancers and maintaining the platform's standards for the Client's benefit. Consequently, the Client agrees to compensate Acadlancer a stipulated fee of $5,000.00 and 25% of the Freelancer’s total earnings from the Client, irrespective of the method of payment to the Freelancer, for a duration of forty-eight (48) months from any breach date under this section. The Client concurs that this stipulated amount is a fair estimation to recompense Acadlancer for lost revenue due to missed Service Fees.

 

This section isn't breached if: (a) The Freelancer wasn't introduced to or interviewed by the Client; or (b) The Freelancer had offered services to the Client before the latter's interaction with the Acadlancer platform.

 

Given that the Client hasn't breached the stipulations mentioned, they can propose a buyout for a Freelancer to access them outside of Acadlancer. The buyout fee starts at $5,000.00 USD for international Freelancers and $10,000 for those in the U.S., but exact amounts must be directly negotiated with Acadlancer and necessitate a separate written agreement. All buyouts hinge on the Freelancer’s written consent. A buyout merely pertains to the direct engagement of the Freelancer outside the Acadlancer platform. It doesn't grant Freelancers any rights to discontinue their commitments to other Clients within the Acadlancer network they've already committed to.

 

USER SATISFACTION. While it falls to the Client and Freelancer to determine any onboarding processes related to agreed Services, the Client should recognize that Freelancers are recommended to invoice for all their working hours. This billing includes any onboarding durations.

 

If a Freelancer becomes unavailable or stops performing Services for the Client due to reasons not attributable to the Client, Acadlancer will shoulder the replacement costs corresponding to the actual onboarding hours billed between the Client and the former Freelancer. For instance, if the Client and the former Freelancer charged 5 hours for onboarding regarding the agreed Services, Acadlancer will account for up to 5 hours of onboarding with the substitute Freelancer. This covers up to 100 onboarding hours, but only if that's the actual number of hours billed by the Client and the former Freelancer for onboarding. Onboarding hours beyond 100 are not compensated by the Acadlancer platform.

 

(a) This provision is specifically contingent on the former Freelancer becoming unavailable or stopping their Services, provided the situation wasn't caused or influenced by the Client.

 

(b) Onboarding or Replacement pertains to the Client acquainting the Freelancer with business operations related to the Service the Freelancer was hired to deliver, as mutually agreed upon.

 

(c) Acadlancer will only handle the replacement expenses in the form of credits on upcoming bills. This means Acadlancer will counterbalance the previous Freelancer's onboarding hours, but only if the Client hires a new Freelancer via the Acadlancer platform.

 

(d) This clause isn't valid if the Client decides to terminate the Freelancer's contract or halts their tasks.

 

BILLABLE HOURS. Once a Client and Freelancer agree on the Services (and the Client informs Acadlancer of this agreement, allowing for the Freelancer to access the Client’s time-tracking tool), Freelancers are motivated to bill for all time spent providing the agreed Services. Freelancers might discuss a minimum billing of 30 minutes for Services. This could encompass phone calls, onboarding, research, work, emails, and any time spent with or at the Client's premises.

 

Clients must recognize that Freelancers determine their rates. These rates might differ based on experience, location, materials required, and the scope of the Services. The total hourly rate incorporates the Freelancer's set hourly rate plus Service Fees.

 

(i) Freelancers commit to interviewing with Clients if they find the type of Services appealing. It's suggested that these interviews last no longer than 15 minutes. Upon mutual consent, the Client should notify the Acadlancer platform to include the Freelancer in the Client’s time-tracking tool.

 

It's encouraged for Freelancers to get prior written consent from the Client for the anticipated hours needed for the Service. Clients can ask for an estimate of hours and delivery dates, and it's advised that both parties agree on the hours in writing.

 

Clients are not liable for hours billed that surpass prior written agreements within the same Service scope unless they dispute it within six (6) days from the invoice’s close. This doesn't apply if Freelancers receive approval to go beyond initially approved time.

 

(ii) After being introduced to a Freelancer, Clients can opt for a 10 to 15-minute interview, which is free. Freelancers should refrain from consulting or starting any Services until the Client gives confirmation through their Acadlancer account.

 

FIXED PRICING. With the Fixed Price Structures, the Client funds the project via Acadlancer. Then, the Freelancer's fees are released as agreed by both parties. They must decide on the Services and the Fixed Price, which also covers Acadlancer’s 20% Service Fee.

  1. One-time Fixed Price Project: Options for the payment release include:
    • Default Payment Schedule: 50% upfront and the rest upon completion.
    • Spread Over Project Length: E.g., For a month-long project, 25% is released weekly.
    • By Milestone: Payment is released upon achieving milestones.
    • Full Payment Upfront: Not encouraged due to associated risks.
    • Client Confirmation: Clients have 14 days to confirm project completion. If unresponsive, Acadlancer considers the project completed and releases the payment.
  2. Monthly, Recurring Fixed Pricing: Payments are decided upon by both parties and recur monthly on the same date. Options for the release of fixed-price payments include:
    • Spread Over the Month: E.g., For a month, 25% is released weekly.
    • By Milestone: Payment is released upon achieving milestones.
    • Full Payment Upfront: Not encouraged due to associated risks.
    • Client Confirmation: The same 14-day rule applies as mentioned above.
  3. Indemnification: Both Freelancer and Client release and protect Acadlancer from any liabilities related to the fixed-price options or any disputes. See the Indemnification section for more details.

 

CONFIDENTIALITY. Client is responsible for deciding and assigning the access and/or authorization level that Freelancer has to its business information and/or systems. Acadlancer Network is not responsible for any confidential and/or proprietary information Client provides to Freelancer, or that Freelancer may or does have access to, or wrongfully acquires, belonging to Client, clients of Client, or other third parties for which Client is in possession of or has access to confidential, sensitive, or proprietary information. As part of the Freelancer’s Terms of Use, and except as where required by law, Freelancers agree not to share Client materials. Client acknowledges and agrees they will exercise diligent and good faith efforts to notify Freelancers of any sensitive, confidential, and/or proprietary information that is being produced to Freelancer or Freelancer is being permitted access to prior to any such disclosure or production. In addition, Acadlancer Network agrees not to request any Client information or materials, other than for dispute resolution. Freelancers are informed that Clients may require Freelancers to enter into additional confidentiality and/or non-disclosure agreements.

 

AGREEMENTS BETWEEN CLIENT AND FREELANCERS. Client and Freelancers can agree to other terms so long as it does not, or does not attempt or purport to, regardless of intent, violate, impact, affect, or create any inconsistency with any terms, rights, or obligations under this Agreement or any Other Terms of Use, including without limitation any and all rights of Acadlancer as the marketplace provider. In the event any other terms so agreed to by and between Client and any Freelancer violate, impact, affect, or create any inconsistency with any terms, rights, or obligations under this Agreement or any Other Terms of Use, this Agreement or any Other Terms of Use shall supersede such other terms. Acadlancer is not a party, agent, representative, principal, employer, beneficiary, related entity, joint venturer, or partner with Client or Freelancers and is not a party to any agreements entered into between Client and Freelancers, including without limitation any agreement for Services or otherwise between Client and Freelancers.

 

INDEMNIFICATION. Client understands it is using all Freelancers as Independent Contractors and at its own risk at all times. Client understands that once payment is distributed to the Freelancer, the payment is final and Acadlancer is not responsible for any refunds whatsoever or any dispute involving the Freelancer and Client. Client hereby indemnifies and holds harmless, Acadlancer, its owners, managers, members, officers, directors, shareholders, successors, and assigns, from any and all liability, manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorneys’ fees, cost of any settlement, claims, and demands whatsoever in law or equity arising from this Agreement, Client’s use or access to the Acadlancer Network, and more. This provision continues and remains in full force and effect upon termination of Client’s access and/or use of the Acadlancer Network and this Agreement.

 

REASONABLENESS OF LIMITATIONS. It is agreed to by the parties that the covenants in this Agreement are reasonably necessary to protect the legitimate business interests of the Acadlancer Network and that such covenants impose a reasonable restraint on Client in light of the business and activities of the Acadlancer Network.

 

RELATIONSHIP OF ACADLANCER AND FREELANCERS. Freelancers are Independent Contractors and users of the Acadlancer Network that have been permitted access to the Acadlancer Network. Freelancers are not employees of Acadlancer for any purposes whatsoever. Client understands and acknowledges that Acadlancer Network shall not make any deduction, withholding, or contribution with respect to any Freelancers (or Freelancer Personnel) on account of FICA (social security), unemployment insurance contributions, unemployment compensation, income tax, or otherwise, under any federal, state, or local laws that may be applicable to an employer/employee relationship, regardless of where Freelancers conduct Services or reside.

 

REFERRALS. Client is encouraged to tell other potential clients about the Acadlancer Network. However, Client agrees not to share proprietary information of Acadlancer or pricing arrangements between Acadlancer and Client under this Agreement. Client can retrieve its affiliate link by logging into its Acadlancer Account. For all new clients who sign up using Client’s affiliate link, the client will earn $0.50 (USD) for each hour billed to the referred client for the first 180 days of their active account. The Sign-Up date is determined by the system timestamp when the referred client has submitted their account for creation. If Client has a weekly invoice, the amount is credited from that weekly invoice. If Client does not have a weekly invoice, Acadlancer will pay the referral to Client directly provided Client provides Acadlancer a method for direct payment. Client is responsible for all processing fees.

 

LEAVING THE ACADLANCER NETWORK. Acadlancer may terminate this Agreement or Client’s access to or use of the Acadlancer Network at any time and for any reason without notice, effective immediately. Client agrees that access to Freelancers on the Acadlancer Network is prohibited upon termination of Client’s access by Acadlancer. Client may leave this Agreement at any time by providing written notice to the Acadlancer Network. Client is encouraged to provide any required notice of termination to any Freelancer as may be agreed to between Client and any Freelancer. Client acknowledges and understands it is responsible for full payment to all Freelancers for all billed hours for agreed-to Services rendered prior to (including the day of) Client’s departure from the Acadlancer Network. Written notice of departure shall be provided by email, with a “read and received” receipt, to: [email protected], bearing the subject line: “Notice of Termination of Client Agreement.” Client understands and acknowledges that a breach of this section is a material breach of this Agreement. Notwithstanding the termination of this Agreement by either party pursuant to this section or otherwise, all remaining provisions of this Agreement shall remain in full force and effect.

 

ONGOING OBLIGATIONS. Regardless of the circumstances surrounding Client’s termination or departure from the Acadlancer Network, all applicable terms under this Agreement and Other Terms of Use, specifically including indemnification provisions and obligations, shall remain in full force and effect.

 

Client agrees that they shall not, directly or indirectly, make any false, negative, damaging, or disparaging statement, representation, comment, or communication of any kind, to any person or entity, regarding Acadlancer, the Acadlancer Network, its management, methods of doing business, the marketplace, role in the community, or treatment of its users.

 

NO WARRANTY. Client acknowledges and agrees that any materials available, viewable, or accessible on the Acadlancer Network or any similar materials available, viewable, or accessible outside of the Acadlancer Network that relate to Acadlancer, including without limitation any audio materials, blog posts, webinars, skype chats, messaging, or any other written, audio, verbal, video, oral, or non-oral communications of Acadlancer, including without limitation discussing or referencing the services Acadlancer provides or any Freelancer’s Services, experience, reliability, quality of workmanship, or any other representations regarding any Freelancer (including Freelancer Personnel) are solely and exclusively the opinions of Acadlancer and absolutely do not create any warranty of any kind whatsoever. CLIENT AGREES AND ACKNOWLEDGES THAT ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO CLIENT DO NOT CREATE ANY EXPRESS WARRANTY OR IMPLIED WARRANTY, AND THERE SHALL BE NO LIABILITY ON THE PART OF ACADLANCER FOR ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO CLIENT INCLUDING MATERIAL RELATED TO PROSPECTIVE FREELANCERS AND ANY FREELANCER’S ABILITY TO PERFORM ANY SERVICES.

 

NOTICE AND CURE/DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND ACADLANCER. As a condition of your access to the Acadlancer Network, you agree that any dispute, controversy, or claim arising out of or relating to your access to or use of the Acadlancer Network, Services contracted for, received or paid for, interactions with or Services performed by Freelancers or with Acadlancer, including prior to access, during, or as part of any access or upon termination or withdrawal of any access, shall first be submitted for non-binding mediation before a third-party neutral certified mediator to be jointly selected by you and Acadlancer.

 

Informal, Good Faith Dispute Resolution Efforts (Step 1): Client agrees and acknowledges they shall first give Acadlancer written notice of any dispute, controversy, or claim they believe, in good faith, they may have with or against Acadlancer. Acadlancer shall have thirty (30) days from receipt of the notice to respond and attempt to negotiate, cure, or resolve the dispute. The notice should contain enough detail to allow Acadlancer to assess and attempt to resolve the issue. The notice should be sent to Acadlancer by either certified mail or email, with a “read and received” receipt required.

 

Non-binding Mediation (Step 2): If efforts at informal resolution are unsuccessful, disputes between Client and Acadlancer must be submitted for non-binding mediation before a neutral third party or certified mediator. Mediation shall be administered by the American Arbitration Association (AAA) or other applicable rules. The client agrees to participate in mediation in Orange County, Florida. In any dispute raised by Client against Acadlancer, Client bears all mediation costs.

 

NOTICE AND CURE/DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREELANCER:

By accessing the Acadlancer Network, you agree that any dispute between you and a Freelancer shall first go through non-binding mediation before a neutral mediator and (if necessary) for final resolution by an impartial arbitrator, jointly selected by you and the Freelancer.

 

Informal, Good Faith Dispute Resolution Efforts (Step 1): In case of any dispute between Client and any current, prospective, or former Freelancer via the Acadlancer Network, Client agrees to first attempt to resolve the issue directly with the Freelancer. Client should provide Freelancer with adequate written notice and an opportunity to address and resolve the matter.

 

Notification to Acadlancer (Step 2): If Freelancer and Client cannot resolve the dispute upon satisfying Step 1, Client should notify Acadlancer in writing. Acadlancer then has thirty (30) days from receipt of the notice to respond and try to assist the parties in resolving the issue. The notice should contain enough details for Acadlancer to assess and attempt to facilitate a resolution. It should be sent to Acadlancer via certified mail or email, with a “read and received” receipt mandatory.

 

DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREELANCER

In case of any discrepancy, misunderstanding, or conflict regarding billed hours by the Freelancer, the Client is mandated to notify Acadlancer within six (6) days from the conclusion of the respective billing/invoice period under dispute.

 

Non-binding Mediation (Step 1): If direct discussions between the Client and Freelancer prove ineffective, the dispute should be first brought to non-binding mediation before an impartial third party or certified mediator. Mediation is an informal method where both parties seek an agreeable resolution with the assistance of a neutral facilitator. The mediation process will be managed by the American Arbitration Association (AAA) under its prevalent Mediation Rules, hereby incorporated in this agreement; or other designated rules. The Client consents to participate in mediation under a mediator based in Orange County, Florida. The Client will bear all mediation-related expenses in any dispute initiated against the Freelancer.

 

Binding Arbitration (Step 2): If the mediation does not culminate in a resolution, the dispute can be forwarded for binding, confidential arbitration through the AAA. The arbitration will adhere to the AAA's Arbitration Rules and Mediation Procedures in place at that time. These rules, now incorporated into this agreement, encompass (but aren't restricted to) guidelines for choosing an unbiased arbitrator and presenting evidence. The arbitrator will have the discretion to authorize the suitable exchange of information, including but not limited to document production, data requests, and depositions. Before initiating any arbitration proceedings against a Client, the Freelancer must furnish Acadlancer a written notice 30 days in advance. This notice can be relayed through certified mail or email, requiring an acknowledgment receipt.

 

In the event of any inconsistency between the AAA's protocols and this Agreement's stipulations, the latter will prevail. The party seeking resolution bears the onus of proof during arbitration. The arbitrator will apply the substantial laws of the State of Florida pertinent to the claims and defenses posited by both parties. The arbitrator can grant any remedies that a court or administrative body would, in compliance with the relevant legal provisions.

 

Unless both parties mutually consent to another location in writing, any mediation or arbitration under this Agreement will be conducted in Orange County, Florida. The arbitrator will issue a decision within 30 days post-arbitration, or at another mutually agreed time. The verdict will be documented, endorsed, and dated by the arbitrator, detailing the foundational facts and rationale for the judgment.

 

The initiating party in the arbitration will bear the costs imposed by the AAA (including arbitrator fees). Any other expenses, including legal fees, will be borne by the party that incurs them.

 

The judgment issued by the arbitrator can be endorsed by any court with jurisdiction. The award can only be annulled or altered based on provisions in the Federal Arbitration Act or other pertinent regulations.

 

If any part of this DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREELANCER is deemed unenforceable or illicit, that section can be removed, leaving the rest of the clause intact.

 

This agreement is the exhaustive understanding of the parties concerning the mediation and arbitration of conflicts between the Client and Freelancer, overriding any prior verbal or written communication. Parties rely solely on the specifications outlined in this Procedure, forgoing any external oral or written assurances on its implications, enforceability, or interpretation.

 

By accepting this Procedure's conditions, the Freelancer relinquishes any constitutional or legislative right they might hold to resolve disputes in a court of law before a judge or jury.

 

NO PRIOR RESTRICTIONS AND LEGAL COMPLIANCE

  1. Representation Regarding Prior Restrictions: The Client asserts and guarantees that they are not bound by any existing contract, agreement, restrictive covenant, non-compete, or any other form of obligation (“Prior Restrictions”) that would conflict with or be infringed upon by their utilization of the Acadlancer Platform. The Client further declares that no Prior Restrictions exist that would hinder or impact their capacity to use or access the Acadlancer Platform.
  2. Indemnification Relating to Prior Restrictions: The Client agrees to indemnify Acadlancer against all liability, expenses, costs, and attorney fees and any settlement costs arising from any claims or legal proceedings related to any Prior Restrictions.
  3. Lawful Engagement: The Client ensures that they will not solicit any Freelancer on the Acadlancer platform to undertake tasks or services that are illegal, unethical, or in violation of other contracts or Prior Restrictions.

 

NON-CIRCUMVENTION

  1. Declaration Regarding Discovery of Acadlancer: The Client affirms that they did not discover or get referred to Acadlancer through any third-party platform, including but not limited to platforms similar to Upwork.com.
  2. Liability for Breach: The Client acknowledges their responsibility and obligation to indemnify Acadlancer for any breach of agreements or relationships with third-party platforms resulting from the Client’s actions or omissions. This includes undisclosed relationships, intentional or unintentional, with such platforms.
  3. Indemnification Relating to Third-Party Platforms: The Client agrees to defend, indemnify, and hold Acadlancer harmless from any liability, costs, or legal fees resulting from claims or legal actions pertaining to Acadlancer's relationships with or access to third-party platforms, originating from a breach of this section.

 

SMS TEXT MESSAGING TERMS & CONDITIONS. By registering for an account with Acadlancer and linking your mobile number to any Acadlancer service or platform that employs automated messaging technology ("Acadlancer's SMS Program"):

  1. Ownership and Authorization: You confirm to Acadlancer that you are the current wireless plan subscriber or an authorized user of the provided mobile number, or that you have acquired consent from the subscriber or authorized user to enroll the number in the SMS Program.
  2. Express Consent: You provide Acadlancer with explicit consent to dispatch automated text messages to the registered mobile number through your cellular carrier until such authorization is withdrawn as per these terms.
  3. Overriding Do Not Call Lists: Despite your mobile number's potential inclusion on federal or state Do Not Call lists, you acknowledge that by providing this consent, you're requesting to receive text messages from Acadlancer. You concur that, to the maximum extent permissible by law, this request supersedes any prior Do Not Call requests specific to or related to Acadlancer.
  4. Privacy and Security: Acadlancer is dedicated to fostering user trust by adhering to business practices that prioritize the privacy and security of users and their data.

 

 

Opting Out. You may opt out of our communications at any time by replying STOP to any message from Acadlancer or by contacting us as indicated below. You aren't required to sign up for Acadlancer's Program to access our products or services. Messaging and data rates may apply. By signing up for an Acadlancer account, you accept and agree to these SMS Terms and all related terms and agreements associated with your use of Acadlancer services.

 

Program Description. Acadlancer offers an SMS program to provide information about your account activities and promotions. Our program may include both marketing and non-marketing messages.

 

Message Frequency. With Acadlancer, the number of messages you receive depends on your account activity and interactions.

 

Cost. Acadlancer doesn't charge separately for our SMS services. Standard message and data rates from your mobile carrier may apply. Consult your mobile carrier for pricing details.

 

Supported Carriers and Potential Interruption. Acadlancer's SMS services depend on your device's compatibility and your wireless service provider. We can't guarantee service availability through all devices or carriers. The service is also subject to possible interruptions or transmission limitations. Acadlancer is not liable for issues arising from network services.

 

Opt-Out Instructions. To stop receiving messages, text STOP to the number from which you received the message. To receive assistance or more information, text HELP to the same number. You can also contact us directly at our specified address or email.

 

Intellectual Property. All content through Acadlancer's SMS Program is protected by intellectual property rights. Any unauthorized use violates our copyrights. Use our content only as authorized.

 

Your Mobile Number. Keep your mobile number information up-to-date with Acadlancer. You'll indemnify Acadlancer for any legal consequences arising from outdated or incorrect phone number details, including those under the Telephone Consumer Protection Act.

 

Privacy. Your privacy is our priority. Please refer to our Privacy Policy for detailed information.

 

Eligibility. To enroll in our SMS program, you must be a U.S. resident, 18 years or older, and authorized to incur any charges from participating. Proof may be required.

 

Changes to Terms. We may revise these SMS Terms at any time. Check regularly for updates. Continued use of our SMS service implies acceptance of changes.

 

Termination. We reserve the right to suspend or terminate our SMS services if you breach these terms.

 

Limitation of Liability. Our SMS Program is provided without warranties. Acadlancer isn't liable for losses or damages from your use of our SMS services beyond a maximum recovery of $10.00.

 

Dispute Resolution. All disputes must be resolved through arbitration as per the American Arbitration Association rules, governed by the Federal Arbitration Act. The arbitration location is Florida unless otherwise agreed.

 

Dispute Resolution and Arbitration

  1. Individual Basis: Any claims, matters, or disputes must proceed solely on an individual basis without the right for any claims to proceed on a class action or collective basis or on bases involving claims brought in a purported representative capacity on behalf of others. Arbitration is limited to claims between you and Acadlancer alone. Claims may not be consolidated unless agreed to in writing by all parties.
  2. Notice of Dispute: Before initiating arbitration, you must send a notice of dispute by U.S. Mail to Acadlancer at: [Acadlancer's official address].
  3. Arbitration Procedure: Arbitration will be governed by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules or Consumer Arbitration Rules, as applicable. Disputes involving $25,000 USD or less will be telephonic unless the arbitrator sees reason for an in-person hearing. Any in-person hearings will take place in [City, State - where Acadlancer is located]. The arbitrator's authority is bound by this Agreement.
  4. Filing Period: Any dispute must be filed within one year from when it could be filed. Otherwise, it's permanently barred.
  5. Rejection of Changes: You may reject any changes Acadlancer makes to this arbitration section by sending notice within 30 days of the change by U.S. Mail to the address listed above.
  6. Severability: If any part of this arbitration agreement is deemed invalid or unenforceable, that part will not be arbitrated but will proceed in court, with the rest proceeding in arbitration.
  7. Conflict with AAA Rules: This Agreement prevails if there's a conflict with the AAA's rules.
  8. Third-Party Beneficiaries: Affiliates of Acadlancer are not parties to this arbitration agreement but are intended third-party beneficiaries.

 

Indemnification. To the fullest extent permitted by law, you agree to indemnify and hold harmless Acadlancer, its affiliates, officers, agents, and other partners and employees from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your use of the Acadlancer platform.

 

Applicable Law. This Agreement and any disputes arising out of it will be governed by the laws of [State where Acadlancer is based], without regard to its conflict of laws principles.

 

Severability. If any provision of this Agreement is found to be unlawful or unenforceable, such provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

 

Contact Us. For questions regarding this Agreement, you may reach us at [[email protected]].

 

No Authority. You have no authority to assume or create any obligation on behalf of Acadlancer unless expressly authorized in writing.

 

General Provisions

 

 

DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

  1. Resolution of Disputes: The resolution of any claims, matters, or disputes must proceed solely on an individual basis without the right for any claims, matters, or disputes to be adjudicated on a class action or collective basis, or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is confined to claims between you and Acadlancer alone. Claims may not be joined or consolidated unless previously agreed in writing by all parties. No arbitration award or decision will hold any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
  2. Notice of Dispute: Before initiating any arbitration or court proceeding, you must send a notice of the dispute by U.S. Mail to Acadlancer at: [Acadlancer's Address].
  3. Arbitration Procedure: Arbitrations will be conducted under the [Relevant Arbitration Association's rules - e.g., "American Arbitration Association (AAA)"] appropriate for the nature and value of the dispute. In disputes involving $25,000 USD or less, any hearing will be telephonic unless the arbitrator finds cause for an in-person hearing. Such in-person hearings will be held at a location determined by Acadlancer.
  4. Time Limit to File: You and Acadlancer must commence any arbitration or court proceeding within one year from when it could have first been filed, or it is permanently barred.
  5. Rejection of Changes: You can reject any changes Acadlancer makes to this section by sending us a notice within 30 days of the change by U.S. Mail to the address mentioned above.
  6. Severability: If the class action waiver is deemed unenforceable or illegal, then this entire Dispute Resolution section will be null and void. If any other provision is found unenforceable, the remaining arbitration terms shall remain in effect.
  7. Jurisdiction and Venue: Any legal proceedings arising out of this Agreement or your use of the Acadlancer platform must be filed in [Relevant Jurisdiction, e.g., "the Circuit Court in and for Orange County, Florida"]. Both parties consent to the jurisdiction and venue in this court. The prevailing party in any such proceedings is entitled to recover its reasonable attorney fees and costs.
  8. Waiver of Jury Trial: BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE ACADLANCER PLATFORM.
  9. Class Action Waiver: NO CLAIMS MAY BE ASSERTED AS PART OF A CLASS OR COLLECTIVE ACTION. ALL CLAIMS MUST BE PROCEEDED ON AN INDIVIDUAL BASIS.

 

By using the Acadlancer platform, you acknowledge and agree to the terms set forth in this Client Terms of Use.

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