User Agreement - 100 Spears

User Agreement

This User Agreement describes the terms and conditions which you accept by using our Website or our Services. We have incorporated by reference some linked information.

In this User Agreement:

“Account” means the account associated with your email address.

“Client” means a User that purchases Freelancer Services or items from Freelancers or identifies a Freelancer through the Website. A User may be both a Client and a Freelancer under this agreement.

“Contest” means a contest that is promoted by a Client and in respect of which a Freelancer can submit one or more entries via the Website.

“Contest Brief” means the document setting out the scope of a Contest, including but not limited to items such as a design brief.

“Contest Handover”, in respect of a Contest, means the agreement between the Client and one or more winning Freelancer(s) under which each Freelancer will transfer to the Client ownership of the winning entry or entries.

“Dispute Resolution Process” means the process to be followed by Clients and Freelancers in accordance with the Dispute Resolution Services.

“Entrant” means a Freelancer who has entered a Contest.

“100 Spears”, “we”, “our”, “company” or “the company” or “us” means 100 Spears a division of Bazooka Jobs, Inc.

“100 Spears Verified” Users have been satisfactorily verified under the Know your Customer and Identity Verification Policy.

“Inactive Account” means a User Account that has not been logged into for a 6-month period, or other period determined by us from time to time.

“Intellectual Property Rights” means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.

“Local Job” or “Local Jobs” means a service we provide to match a Client with a Freelancer in relation to the provision of location specific services.

“Milestone Payment” means a payment made by the Client for the provision of Freelancer Services under a User Contract and which will be released in accordance with the section “Milestone Payments” of these terms and conditions.

“Project” or “Listing” means a job offered or awarded by a Client via the Website, which may include a Project or Contest listed by a Client, a Project awarded by a Client (for example through HireMe), a service bought by a Client from a Freelancer, and service awarded by a Client to a Freelancer as a result of a Contest or competition hosted via the Website.

“Freelancer” means a User that offers and provides services or identifies as a Freelancer through the Website. A User may be both a Client and a Freelancer under this agreement.

“Freelancer Services” means all services provided by a Freelancer.

“100 Spears Services” means all services provided by us to you.

“User”, “you” or “your” means an individual who visits or uses the Website, including via the API.

“User Contract” means: (1) this User Agreement; (2) the Code of Conduct as amended from time to time; (3) any other contractual provisions accepted by both the Freelancer and Client uploaded to the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; (4) the Project terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; and (5) any other material incorporated by reference from time to time.

“Website” means the Websites operated by 100 Spears and available at: 100 Spears.com and any of its regional or other domains or properties, and any related 100 Spears service, tool or application, specifically including mobile web, any iOS App and any Android App, or API or other access mechanism.

Overview

By accessing the Website, you agree to the following terms with 100 Spears.

We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website, without notice to you. This platform is powered by WhiteLance, a trading name of Crowdskills Ltd.

The Website is an online venue where Users buy and sell Freelancer Services and items. Clients and Freelancers must register for an Account to buy or sell Freelancer Services and/or items. The Website enables Users to work together online to complete and pay for Projects, buy, and sell items and to use the services that we provide. We are not a party to any contractual agreements between Client and Freelancer in the online venue, we merely facilitate connections between the parties.

We may, from time to time, and without notice, change or add to the Website or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if any error occurs in the information on the Website or if that information is not current.

Scope

Before using the Website, you must read the whole User Agreement, the Website policies, and all linked information.

You must read and accept all the terms in, and linked to, this User Agreement, the Code of Conduct, the 100 Spears Privacy Policy, and all Website policies. By accepting this User Agreement as you access our Website, you agree that this User Agreement will apply whenever you use the Website, or when you use the tools we make available to interact with the Website. Some Websites may have additional or other terms that we provide to you when you use those services.

Eligibility

You will not use the Website if you:

Are not able to form legally binding contracts.
Are under the age of 18.
Are suspended from using the website; or
Do not hold a valid email address.

All free user accounts are associated with individuals. Login credentials should not be shared by users with others. The individual associated with the account will be held responsible for all actions taken by the account, without limitation.

Users may provide a business name or a company name, which is associated with the User’s Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.

A company, corporation, trust, partnership, or other non-individual corporate entity may be a User subject to an eligible corporate account which pays corporate subscriptions.

We may, at our absolute discretion, refuse to register any person or entity as a User.

You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.

Using 100 Spears

While using the Website, you will not attempt to or otherwise do any of the following:

Post content or items in inappropriate categories or areas on our Websites and services.
Infringe any laws, third party rights or our policies, such as the Code of Conduct.
Fail to deliver payment for services delivered to you.
Fail to deliver Freelancer Services purchased from you.
Circumvent or manipulate our fee structure, the billing process, or fees owed to 100 Spears.
Post false, inaccurate, misleading, deceptive, defamatory, or offensive content (including personal information).
Take any action that may undermine the feedback or reputation systems (such as displaying, importing, or exporting feedback information or using it for purposes unrelated to the Website).
Transfer your 100 Spears account (including feedback) and Username to another party without our consent.
Distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes.
Distribute viruses or any other technologies that may harm 100 spears, the website, or the interests or property of 100 spears users (including their intellectual property rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
Download and aggregate listings from our website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the website into any other website without our prior written authorization.
Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the website.
Copy, modify or distribute rights or content from the website or 100 Spears’s copyrights and trademarks; or
Harvest or otherwise collect information about users, including email addresses, without their consent.
Use 100 spears to facilitate money exchange including, but not limited to, crypto currency (e.g. Bit coin, ethereum, etc.).

Fees and Services

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

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

50% Discount Promotion

Project commissions charged for Freelancers who refer new Clients that do not have an existing account on 100 Spears and who join and create a new account, will be reduced from 10% to 5%, for all future Projects performed by the referring Freelancer (“Referrer”) for the referred Client (“Referee”).

This is subject to the following conditions:

Referees must be referred using the specific promotional links on https://www.100 Spears.com/discountcommission
For the avoidance of doubt, the reduced Project commission of 5% applies only in relation to new work performed by the Referrer who has successfully applied for this promotion for the specific Referee to whom the application relates. The new Projects must commence after the Client creates a new account on 100 Spears and be initiated using that new account.
Project commission fees for the 100 Spears only are lowered from 10% to 5% under this promotion. All other fees and charges remain unaffected including but not limited to Client commissions and transaction fees.
This promotion does not apply to Contests.
100 Spears reserves the right to review classifications of Referee as new Clients for the purpose of this promotion, to ensure fair use of this promotion. The Referee must have worked with, and paid, the Referrer applying to use this promotion before the beginning of this promotion, for example from another platform. The Referrer s may be required to provide evidence of this prior work and payment before being eligible for the commission reduction. To be eligible for this promotion, The Referee must not have had any account on 100 Spears prior to creating the new account.
All other elements of the User Agreement continue to apply.
All other elements of the Fees and Charges component of the Additional Terms continue to apply – see https://www.100 Spears.com/feesandcharges.
100 Spears may require that both parties fill in and complete their profiles and/or pass identity checks before payments are released.
100 Spears may require that the details for any Project for which the commission reduction applies are appropriately complete.
This promotion may be withdrawn for a specific user, if significant reversals, fraud or chargebacks are observed, if 100 Spears believes that there is a risk of funds being subject to reversal or chargeback, in cases of disputes between Referee and the Referrer, or for any other reason.
100 Spears reserves the right to disallow use of this promotion in its sole and absolute discretion, with respect to fair use of this promotion, and to prevent any suspected fraud.
100 Spears reserves the right to require submission of further information from any party applying to make use of this promotion, for investigating fraud and for risk management and related purposes.
100 Spears reserves the right to cancel or amend this promotion at any time.
100 Spears reserves the right to cancel the promotion in any region if it is deemed or becomes unlawful to offer the promotion to any resident of that region.
100 Spears reserves the right to recover the fees from any users participating in the 5% program should it discover at any time that the users were found not to be acting in good faith

Referral Program

For a limited promotional period, 100 Spears will provide site credits or reduced fees limited to certain users as a reward for referrals of new Client users. The promotion is based on existing users of the website (“Referrers”) referring new Client users (“Referees”) with the intention to post their first job. In some cases, the credit may be given in the form of coupon links or codes, where the Referrer in that case is the website itself.

This is subject to the following conditions:

The Referrer must be an existing user of the Website.
All members of the program, referrer and referees are subject to all other terms and conditions of the website, which in case of dispute, are held above this section.
All members of the program must be over the age of 16 years.
Referees must be referred using the specific promotional link https://www.100 Spears.com/no-commission or via links in email or other promotional correspondence specific to this promotion.
Users may be asked to provide verification of payment or other user information before receiving the credit.
Any site credit that has been given in relation to this promotion may expire at any time determined by the Company.
Referrers will receive credit when the relevant matching Referee user fully releases a minimum of $50 worth of milestone payments with respect to a new Project or awards the prize with respect to a new Contest.
This site credit may only be used for the purpose of establishing a milestone payment, funding a prize for a new Contest, or payment of site Project or Contest fees.
100 Spears reserves the right to review classifications of Referees as new Clients for the purpose of this promotion, to ensure fair use of this promotion. To be eligible for this promotion, Referees must not have had any active account on 100 Spears from which a payment was made within the six (6) months immediately prior to creating the new account.
100 Spears may require that both parties fill in and complete their profiles and/or pass identity checks before payments are released.
This promotion may be withdrawn for a specific user or set of users, if significant reversals, fraud or chargebacks are observed, if 100 Spears believes that there is a risk of funds being subject to reversal or chargeback, in cases of disputes between Referee and Referrer, or for any other reason.
For any specific Referrer user, 100 Spears may choose to cap the maximum value of site credit accrued by an individual or collection of users.
100 Spears reserves the right to disallow use of this promotion in its sole and absolute discretion, with respect to fair use of this promotion, or to prevent any suspected fraud.
100 Spears reserves the right to require submission of further information from any party applying to make use of this promotion, for investigating fraud and for risk management and related purposes, in particular to request evidence of bona fide work being done in relation to any Project or Contest funded with the site credit.
100 Spears reserves the right to cancel or amend this promotion at any time.
100 Spears reserves the right to cancel the promotion in any region if it is deemed or becomes unlawful to offer the promotion to any resident of that region.
100 Spears reserves the right to cap the total site credit available under the program.
Any site credit may not be duplicated, sold, traded, or transferred in any manner, including but not limited to being withdrawn for cash.
100 Spears reserves the right to reverse credit earned if it determines that the referrers or referees are not acting as users of the site in good faith.
Referrals should have unique payment sources to qualify the parent for the referral credit.
Bonus credit is only reserved for referring users who always act in good faith and who signed up to the site with actual intent of using the website for its intended purposes.
100 Spears reserves the right to remove credit or remove users from participating in the program if the company determines the users to be acting in bad faith and are abusing the program.
The decisions of management are final. No correspondence will be entered.
Management, employees of 100 Spears and its related companies are not eligible to participate in this program.
Any term or condition in these terms found to be void, unenforceable or illegal may be severed and the remaining terms and conditions will continue in full force and effect.
100 Spears reserves the right to set the bonus credits for each individual referrer and individual referral users and to release said bonus credit in any currency the company sees fit.
100 Spears is not liable for any loss or damage whatsoever which is suffered (including but not limited to, direct or consequential loss) or for any personal injury suffered or sustained in connection with entry into the competition or acceptance of the prize.

Credit Promotions

This section related to all promotions of free site credit provided under any program, including but not limited to the Referral Program, and other site or email promotions.

From time to time, 100 Spears may provide site credits (for example US$20 off your next project) limited to certain users as a promotion. In these cases, the credit may be given in the form of coupon links or codes, emails, sms or advertisements.

This is subject to the following conditions:

All members of the program are subject to all other terms and conditions of the website, which in case of dispute, this section will prevail over.
All members of the program must be over the age of 16 years.
Users may be asked to provide verification of payment or other user information before receiving the credit.
Any site credit that has been given in relation to this promotion may expire at any time determined by the Company.
Any site credit will expire no longer than 30 days unless otherwise written on the promotion.
This site credit may only be used for the purpose of establishing a milestone payment, funding a prize for a new Contest, or payment of site fees including but not limited to project fees, contest fees, upgrades, and memberships.
100 Spears may require that redeeming users fill in and complete their profiles and/or pass identity checks before payments are released.
This promotion may be withdrawn for a specific user or set of users, if significant reversals, fraud or chargebacks are observed, if 100 Spears believes that there is a risk of funds being subject to reversal or chargeback, in cases of disputes, or for any other reason.
For any specific user, 100 Spears may choose to cap the maximum value of site credit accrued by an individual or collection of related individuals.
For avoidance of any doubt, no individual or collection of related individuals may accumulate more than US$5,000 of site credit.
100 Spears reserves the right to disallow use of this promotion in its sole and absolute discretion, with respect to fair use of this promotion, or to prevent any suspected fraud.
100 Spears reserves the right to require submission of further information from any party applying to make use of this promotion, for investigating fraud and for risk management and related purposes, in particular to request evidence of bona fide work being done in relation to any Project or Contest funded with the site credit.
100 Spears reserves the right to cancel or amend this promotion at any time.
100 Spears reserves the right to cancel the promotion in any region if it is deemed or becomes unlawful to offer the promotion to any resident of that region.
100 Spears reserves the right to cap the total site credit available under the program.
For avoidance of any doubt, the total site credit available under any program is capped to US$20,000.
Any site credit may not be duplicated, sold, traded, or transferred in any manner, including but not limited to being withdrawn for cash.
100 Spears reserves the right to remove credit or remove users from participating in the program if the company determines the users to be acting in bad faith and are abusing the program.
The decisions of management are final. No correspondence will be entered.
Management, employees of 100 Spears and its related companies are not eligible to participate in this program.
Any term or condition in these terms found to be void, unenforceable or illegal may be severed and the remaining terms and conditions will continue in full force and effect.
100 Spears reserves the right to set the bonus credits for each individual user and to release said bonus credit in any currency the company sees fit.
100 Spears is not liable for any loss or damage whatsoever which is suffered (including but not limited to, direct or consequential loss) or for any personal injury suffered or sustained in connection with entry into the competition or acceptance of the prize.

Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.

Depending on your residency or location, you may be subject to certain taxes on certain fees that we charge. These taxes will be added to fees billed to you, if applicable.

You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.

Promotion

We may display your company or business name, logo, images or other media as part of the 100 Spears Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing.

You acknowledge that we may use the public description of your Projects and the content of your profile information on the Website for marketing and other related purposes.

Content

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

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

You represent and warrant that your content:

will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person.
will not violate any law or regulation.
will not be defamatory or trade libelous.
will not be obscene or contain child pornography.
will not contain the development, design, manufacture, or production of missiles, or nuclear, chemical, or biological weapons
will not contain material linked to terrorist activities
will not include incomplete, false, or inaccurate information about User or any other individual; and
Will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of Australia or the EEC-area. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and 100 Spears Services and may close your Account.

Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional adviser.

We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third-party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.

The Website may contain links to other third-party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies, or performance of the websites we link to from the Website. Use of third-party content, links to third party content and/or websites is at your risk.

In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise dispose of information does not imply permanent deletion of content or information. Information may be retained for a period to fulfil record keeping, regulatory, compliance, statistical, law enforcement and other obligations.

Feedback, Reputation and Reviews

You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation, and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation, and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.

You may not do (or omit to do) anything that may undermine the integrity of the 100 Spears feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.

Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Freelancer Services via the Website. You may not use your Freelancer or Client feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by 100 Spears or its related entities, without our written permission.

Advertising

Unless otherwise agreed with us, you must not advertise an external website, product, or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, Contest, item listed, user or service being performed on the Website.

We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you because of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by 100 Spears or third-party right holders, you agree not to modify, sell, distribute, appropriate, or create derivative works based on such advertisement/promotions.

Communication with Other Users

Communication with other users on the Website must be conducted through the text, audio and or video chat functionality, along with message boards, public clarification boards, Project message board, direct message sending and other communication channels provided on the Website.

You must not post your email address or any other contact information (including but not limited to Skype ID or other identifying strings on other platforms) on the Website, except in the “email” field of the signup form, at our request or as otherwise permitted by us on the Website.

Unless you have a prior relationship with a User, you must only communicate with Users via the Website. You must not, and must not attempt to, communicate with other Users through any other means including but not limited to email, telephone, Skype, ICQ, AIM, MSN Messenger, WeChat, SnapChat, GTalk, GChat or Yahoo.

In relation to video chat and audio chat, any terms agreed to between any Users must be confirmed in writing using the chat or direct message function.

100 Spears may use information such as your name, location, display or username, and or your image, in relation to the provision messaging services on the Website or in the mobile apps.

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

Identity / Know Your Customer

You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.

You must also, at our request, provide copies of identification documents (such as your passport or driver’s license). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background, and your skills.

We reserve the right to close, suspend, or limit access to your Account, the Website and/or 100 Spears Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.

We reserve the right to update you on the website to match any identity documentation that has been provided. Disbursements such as wire transfers from the website may only be made to the beneficiary matching your provided identity documents and account information.

If you are not 100 Spears Verified you may not be able to withdraw funds from your 100 Spears Account, and other restrictions may apply. See the Know Your Customer and Identity Verification Policy for more details.

User Services

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

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

If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.

Depending on their jurisdiction, Freelancers and Clients may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded. Nothing in this User Agreement is intended to violate any laws relating to unfair contracts, and this agreement has been specifically redrafted to ensure compliance with unfair contracts legislation. To the extent that any component of this User Agreement is in conflict with inalienable rights under local laws, all parties intend for this agreement to be read down only insofar as to be in compliance with such local laws and no further.

Each User acknowledges and agrees that the relationship between Clients and Freelancers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency, or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership, or an employer-employee relationship between 100 Spears and any User.

Special Provisions for Local Jobs

Each User acknowledges:

100 Spears does not review, approve, recommend, or verify any of the credentials, licenses, or statements of capability in relation to Local Jobs (or, for the avoidance of doubt, any non-Local Jobs on the Website).
100 Spears provides matchmaking and platform services only. Users agree that 100 Spears has no liability for any other aspect of service delivery or interaction between Client and Freelancer. 100 Spears is not a party to any disputes between Client and Freelancer, although we provide a dispute resolution mechanism to assist the parties in resolving issues.
100 Spears may from time to time include map features and 100 Spears may display the location of Users to persons browsing the Website on that map. Every Client seeking services for Local Jobs will be asked to provide the location where the Local Job is to be performed. You expressly agree that 100 Spears has no liability for displaying such information.
A User must never disclose, in any Project posted, personal details such as the User’s name, street number, phone number or the email address in any Project description for a Local Job or in any other public communication on the Website (these may be disclosed for Local Jobs as required in private direct messages);
100 Spears may collect location related data from you via technologies including but not limited to GPS, IP address location, Wi-Fi, and by other methods. This data may be shared in the context of facilitating services for Local Jobs and each User specifically consents to this collection and sharing as part of this agreement.
Upon completion of a Local Job Project, Freelancer User must log on to the Website and click the “Complete” button for that Local Job, as soon as practicable.
Failure to complete the service or task will constitute a breach of this User Agreement; and
Our fees are applied to the amount of the awarded Freelancer’s bid to perform the services for the Local Job. Any items purchased by the Freelancer as part of performing the service are between the Client and Freelancer.

Limits & Fraud Prevention

We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.

If we become aware that any funds received into an Account from another Account because of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit, or cancel your account, or act against you to recover those funds.

We may, in our sole discretion, place a limit on any or all the funds in your Account (thereby preventing any use of the funds) if:

We believe there may be an unacceptable level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
We believe that the beneficiary of the payment is someone other than you.
We believe that the payment is being made to a country where we do not offer our Service; or
We are required to do so by law or applicable law enforcement agencies.

If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behavior, while we investigate any such matter.

Inactive Accounts

User Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User’s profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, provision of the HireMe service, file storage, message transmission, general administrative matters and message and other storage costs.

The length of the period and the amount of the maintenance fee is set out in our schedule of Fees and Charges.

We reserve the right to close an Inactive Account.

We reserve the right to close an account with nil or negative funds.

Right to Refuse Service

We may close, suspend, or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend, or limit your access to your Account:

If we determine that you have breached or are acting in breach of this User Agreement.
If you under-bid on any Project to renegotiate the actual price privately, to attempt to avoid fees.
If we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights.
If we determine that you have engaged, or are engaging, in fraudulent, or illegal activities.
You do not respond to account verification requests.
You do not complete account verification when requested within 3 months of the date of request.
You are the subject of a United Nations, Australian, EU, USA or other applicable sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you.
To manage any risk of loss to us, a User, or any other person; or
For other reasons.

If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.

Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.

If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.

If we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

Disputes with Us

If a dispute arises between you and 100 Spears, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by using our customer support website or emailing us at support@100 Spears.com.

For any claim, 100 Spears may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If 100 Spears elect’s arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that 100 Spears will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

All claims you bring against 100 Spears must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, 100 Spears may recover its legal fees and costs (including in-house lawyers and paralegals), provided that 100 Spears has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding.

If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, 100 Spears will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.

100 Spears’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Survival and Release

This agreement supersedes any other agreement between you and the Company. If any part of this document is found to be unenforceable, that part will be limited to the minimum extent necessary so that this document will otherwise remain in full force and effect. Our failure to enforce any part of this document is not a waiver of any of our rights to later enforce that or any other part of this documents. We may assign any of our rights and obligations under this document from time to time.

If there is a dispute between participants on this site, or between users and any third party, you agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the Website via any means, including for the avoidance of doubt access to our API or application programming interface, for any purpose without our express written permission.

Additionally, you agree that you will not:

Take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure.
Interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the website or your account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the websites without the prior express written permission of 100 spears and the appropriate third party, as applicable.
Interfere or attempt to interfere with the proper working of the websites, services or tools, or any activities conducted on or with the websites, services, or tools; or
Bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the website.

Closing Your Account

You may close your Account at any time. The option is in the Account Settings.

Account closure is subject to:

Not having any outstanding listings on the Website.
Resolving any outstanding matters (such as a suspension or restriction on your Account); and
Paying any outstanding fees or amounts owing on the Account.

We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all the information we hold.

Privacy

We use your information as described in the 100 Spears Privacy Policy. If you object to your information being transferred or used in this way, then you must not use our services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business in this online marketplace. This may include on invoices and purchase orders including but not limited to between transacting parties, including those automatically generated on awarding, accepting and payment.

Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint ventures and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website and 100 Spears Services.

In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us because of your non-performance or breach of this User Agreement.

Security

You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Website, your Account or the 100 Spears Services and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). Your User Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.

No Warranty as to Each User’s Purported Identity

We cannot and do not confirm each User’s purported identity on the Website. We may provide information about a User, such as a strength or risk score, geographical location, or third-party background check or verification of identity or credentials. However, such information is based solely on data that a User submits, and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement, or recommendation by us.

No Warranty as to Content

The Website is a dynamic time-sensitive Website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate, or misleading or mislabeled or deceptively labelled accidentally by us or accidentally or purposefully by a third party.

Our Services, the Website, and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:

The Website or any Freelancer Services or 100 Spears Services.
The accuracy, reliability, availability, veracity, timeliness or content of the Website or any Freelancer Services or 100 Spears Services.
Whether the Website or Freelancer Services or 100 Spears Services will be up-to-date, uninterrupted, secure, error-free, or non-misleading.
Whether defects in the Website will be corrected.
Whether the Website, the Freelancer Services or the 100 Spears Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website, Freelancer Services or 100 Spears Services.
Any third-party agreements or any guarantee of business gained by you through the Website, Freelancer Services or 100 Spears Services or us: or
The Website, Freelancer Services or 100 Spears Services or infrastructure on which they are based, being error or malicious code free, secure, confidential, or performing at any standard or having any function.

To every extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability, and non-infringement.

Limitation of Liability

In no event shall we, our related entities, our affiliates, or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

Any indirect, special, incidental, or consequential damages that may be incurred by you.
Any loss of income, business, or profits (whether direct or indirect) that may be incurred by you.
Any claim, damage, or loss which may be incurred by you because of any of your transactions involving the website.

The limitations on our liability to you above shall apply whether we, our related entities, our affiliates, or staff have been advised of the possibility of such losses or damages arising.

Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.

To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the 100 Spears services again or the payment of the cost of having the 100 Spears services supplied again.

Legal Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation. We may plead this User Agreement in bar to any claim, action, proceeding, or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.

You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Users.

Notices

Legal notices will be served or to the email address you provide to 100 Spears during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

Any notices to 100 Spears must be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail).

Law and Forum for Legal Disputes

This Agreement will be governed in all respects by the laws of New South Wales, Australia. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and 100 Spears irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

Severability

The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all our assets. In the event of any sale or transfer you will remain bound by this User Agreement.

Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

No Waiver

Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

Communications

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.

Each of these policies may be changed from time to time. Changes take effect when we post them on the 100 Spears Website. When using services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.

General

100 Spears located at 578 Washington Blvd. Suite 680 Marina del Rey, CA 90292

This Agreement contains the entire understanding and agreement between you and 100 Spears. The following Sections survive any termination of this Agreement: Fees And Services (with respect to fees owed for our services), Release, Content, No Warranty As To Content, Limitation Of Liability, Indemnity, Bar To Action, No Class Actions, Legal Limitations, and Disputes With Us.

Abusing 100 Spears

100 Spears reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate our service(s) and or user account(s), suspend or ban access to our services, remove any content, and to take any and all technical or legal steps to ban users.

Without limiting the reasons for taking the actions, conduct giving rise to this response could include:

Use of our services for any illegitimate or non bona fide purpose
Creating problems with other users or potential legal liabilities
Infringing the intellectual property rights of third parties
Acting inconsistently with the letter or spirit of any of our policies
Abuse of any staff members including inappropriate or unreasonable communications
Abuse or poor performance in the preferred 100 spears program
Any attempt to use 100 Spears’s platform or services for any objectionable purpose

Feedback

If you have any questions about this User Agreement or if you wish to report breaches of this User Agreement, please contact us by emailing us at support@100 Spears.com.

100 Spears Code of Conduct

100 Spears has an obligation to conduct its business in accordance with all applicable rules, regulations, and laws. We are committed to helping all Users act in a way that preserves trust and respect. This Code is meant as a guide to using our Site appropriately and must always be followed. Breaches of this Code are handled according to our Violations Policy will result in disciplinary action, up to, and including, account termination. Any questions regarding this Code should be addressed to the 100 Spears Support Team where we can provide you with additional information regarding the correct procedure(s) to follow and address any concerns you may have.

Personal Behavior

I will act ethically and with integrity.
I will comply with all of 100 Spears’s policies.
I will respect the rights of all Users.
I will not abuse confidential information or participate in any other illegal practice.
I will have regard for Users’ interests, rights, and safety.
I will not harass, bully, or discriminate.
I will not falsify my own or any other identity and I will provide true and correct information.
I will not seek to communicate or receive payments off-site.
I will not agree to do work I am not capable of doing.
I will not request the upfront release of Milestone Payments before I have delivered work.

User Content

I am responsible for the content I post on 100 Spears and:

I will not post content that infringes upon any copyright or other intellectual property rights.
I will not post content that violates any law or regulation.
I will not post content that is defamatory.
I will not post content that is obscene or contains child pornography.
I will not post content that includes incomplete, false, or inaccurate information about any person, product, or service.
I will not post content that contains any viruses or programming routines intended to damage any system.
I will not post content that creates liability for 100 Spears or harms its business operations or reputation.

Confidentiality

I will respect confidentiality and privacy.
I will not disclose information or documents I have acquired, other than as required by law or where authorization is given by 100 Spears.

Contact

I will not ask other 100 Spears users for their private contact details and will communicate with them only through official website features.

Fraud

I will not engage in fraud.
I will not create multiple accounts.
I will not use the Site to illegally transfer funds.
I will not use the Site to generate false feedback about any person, product, or service.

Communication

I will avoid exaggeration, derogatory remarks, and inappropriate references.
I will not engage in personal attacks, negative or other unfair criticism, and any unprofessional conduct.

Bidding

I will not underbid to avoid fees.
I will not participate in projects involving illegal behavior.
I will only bid on projects that I plan to complete.

Spam or Advertising

I will not spam or advertise my website or service unless otherwise allowed.

Affiliates

I will not refer myself for the Affiliate Program.
I will not obtain names from mailing lists, group emails, etc. to send unsolicited emails (“Spam”).

Payments

I will not use 100 Spears to facilitate money exchange including, but not limited to, cryptocurrency (e.g. bitcoin, ethereum, etc.).

FEE AND ACH AUTHORIZATION AGREEMENT

HOURLY OR MILESTONE PAYMENTS

MAKING OR RECEIVING HOURLY OR MILESTONE PAYMENTS

Client must review and approve or dispute the Hourly or Milestone Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all the time invoiced on the Hourly Invoice.

INVOICE REVIEW

On the Friday of the week following submission of the Hourly or Milestone Invoice, Client will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed 100 Spears’ Escrow Affiliate to release escrow funds as described in this Agreement.

INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to 100 Spears and its Affiliate Escrow to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer 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 pay Freelancer, 100 Spears Escrow will transfer funds to the Freelancer and that 100 Spears, 100 Spears Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once 100 Spears Affiliate Escrow has charged Client’s Payment Method, the charge is non-refundable.

RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

In addition, 100 Spears Affiliate Escrow is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Freelancer Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Freelancer Escrow Account, in accordance with Freelancer’s and Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

FIXED-PRICE ESCROW PAYMENT

If a Client and a Freelancer enter a Fixed-Price Contract, these Fixed-Price 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, Bonus, and Expense 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. 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, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Contracts.

DIGITAL SIGNATURE

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 you can 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.

RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct 100 Spears to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

Client clicks to release funds to Freelancer.

Client does not take any action for 14 days from the date of a Freelancer’s Release request, in which case Freelancer and Client agree that 100 Spears Escrow is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with to the applicable milestone in connection with such Release request.

Freelancer cancels the contract before a milestone payment has been released to Freelancer, in which case the funds are to be returned to the Client.

Client and Freelancer have submitted joint written instructions for a Release to either Freelancer Escrow Account or Client Escrow Account, as applicable.

Client and Freelancer agree to close the contract without release of funds, in which case the funds are to be returned to the Client.

Client or Freelancer has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Assistance Program, in which case the funds are released to the Party that has made its Arbitration Payment.

Both Client and Freelancer have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Program, in which case the funds are released to the Client.

Client or Freelancer has failed timely to respond to a 100 Spears Dispute Assistance notification as required by the Dispute Assistance Program, in which case the funds are released to the User that has participated.

Client or Freelancer otherwise has failed to comply with the Dispute Assistance Program, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program.

Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program, in which case the funds will be released in accordance with such award.

Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.

We believe, in our sole discretion, that fraud, an illegal act, or a violation of 100 Spears’ Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct 100 Spears to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to 100 Spears and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to 100 Spears to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer 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 pay Freelancer, 100 Spears will transfer funds to the Freelancer 100 Spears and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once 100 Spears or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, 100 Spears has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or 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, Status Report submittals, or actions under the Fixed Price 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 days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

100 Spears will notify Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).

If no activity other than Release requests has occurred within 7 days after the Dormant Date, 100 Spears will notify the Freelancer that the Fixed-Price Contract is Dormant.

If neither Freelancer nor Client take any action for 7 days after the Dormant Date, Freelancer and Client agree that 100 Spears is authorized and irrevocably instructed to immediately release escrow funds to Client.

If Freelancer submits a Release request and client does not take any action for 14 days from the date of the Release request, Freelancer and Client agree that 100 Spears is authorized and irrevocably instructed to immediately release to Freelancer the amount related to the milestone with Release request.

All funds released to Freelancer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.

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 or Freelancer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Freelancer by following the steps below.

CANCELLATION BY FREELANCER

If Freelancer wants to cancel a contract with funds held in escrow, Freelancer must click to close the contract. When Freelancer clicks to close the contract, Freelancer and Client agree that 100 Spears is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract.

CANCELLATION BY CLIENT

If Client wants to cancel a contract with funds held in escrow, Client must click to close the contract. Freelancer must either click to approve or dispute the Client’s cancellation within 7 days. If Freelancer approves the cancellation, Freelancer and Client agree that 100 Spears is authorized and irrevocably instructed to immediately release to Client all escrow funds associated with the contract. If Freelancer is using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Freelancer must dispute the Client’s cancellation via support ticket within 7 days. If Freelancer takes no action within 7 days from the date notification of the cancellation is sent to Freelancer, Freelancer and Client agree that 100 Spears is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract. If Freelancer disputes the cancellation, Freelancer and Client will be offered 100 Spears’ Dispute Assistance Program.

RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

In addition, 100 Spears is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Freelancer Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Freelancer Escrow Account, in accordance with Freelancer’s and Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

Client and Freelancer have submitted joint written instructions for a Release.

Client has approved all or a portion of the Freelancer’s Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.

100 Spears reviews Client’s dispute of amounts invoiced on Freelancer’s Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client’s instructions.

Client initiates a Dispute with respect to Freelancer’s Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of 100 Spears.

Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.

We believe, in our sole discretion, that fraud, an illegal act, or a violation of 100 Spears’ Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct 100 Spears Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

ACH AUTHORIZATION AGREEMENT

ACH Authorization Agreement (this “Agreement”) is between you and 100 Spears. This Agreement provides information on the fees 100 and its Affiliate Escrow Company charge for use of the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in the Terms of Service.

By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

PARTIES

You are entering into this Agreement with 100 Spears (also referred to as “we” and “us”).

FEES CHARGED UPON RELEASE OF FUNDS

Pursuant to the User Agreement, we withdraw a Service Fee for each payment made by Client related to performance of a Freelancer and Client’s Service Contract. The Service Fees will be charged as “straight” pricing at a rate of 20% of the overall amount of funds released by Client upon milestone accomplishment.

PAYMENT PROCESSING FEES CHARGED TO CLIENT

Regardless of the type of Payment Method used and Membership Plan selected, we charge Clients a Payment Processing Fee of 3.75%.

If payments made by a Client are released to the Client Escrow Account for any reason or refunded by a Freelancer, the Payment Processing Fee will not be refunded.

AUTHORIZATION FOR ACH DEBITS AND CREDITS

If and to the extent permitted by 100 Spears in its sole discretion, Users may pay Freelancer Fees, Membership Fees, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to 100 Spears’ eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 5 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice to cancel your authorization for ACH transfers.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 6. However, we assume no responsibility for our failure to do so.

You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Client Escrow Account, as applicable.

If payments made by a Client are released to the Client Escrow Account for any reason or refunded by a Freelancer, the Payment Processing Fee will not be refunded.

AUTHORIZATION FOR ACH DEBITS AND CREDITS

If and to the extent permitted by 100 Spears in its sole discretion, Users may pay Freelancer Fees, fees for Client Membership Plans, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to 100 Spears’ eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize 100 Spears Escrow to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 5 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice to cancel your authorization for ACH transfers contained in this Section 5.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 5. However, we assume no responsibility for our failure to do so.

PAYMENT PROTECTION

100 Spears provides limited payment protection to Users as detailed in this Section (“Hourly Payment Protection”).

FOR FREELANCERS

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by a Freelancer, 100 Spears will provide Hourly Payment Protection to the Freelancer as detailed in this Section as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Freelancer only if all the following criteria are met in 100 Spears’ sole discretion:

Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.

Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract and must agree to automatically pay for hours billed by Freelancer through Work Diaries.

Freelancer’s Account must be in good standing.

Freelancer must have used Work Diaries enabled to document all hours covered by the Hourly Payment Protection for Freelancers.

Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.

The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.

The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.

Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.

100 Spears will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) manual time; (e) time added after Client has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Contracts; (f) hours reported by Payroll Employees; (g) any payments on Hourly Contracts where the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (h) hours billed by Freelancers whom 100 Spears believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (i) Freelancers whom 100 Spears believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.

The maximum rate per hour protected by 100 Spears to Freelancer under the Hourly Payment Protection for Freelancers is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Freelancer on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Freelancer’s area (such determination to be made in 100 Spears’ sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Freelancers for the life of a relationship between the same Client and Freelancer is $2,500 or 50 hours logged in Work Diary, whichever is less.

FOR CLIENTS

Freelancer authorizes and instructs 100 Spears to adjust the Hourly Invoice to remove invoiced hours that are not (a) clearly related to either the Hourly Contract terms or work agreed to by the Client, and (b) within the hours authorized in the Hourly Contract for the week, subject to and conditioned on the following terms:

Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.

Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices. Within the Hourly Invoice Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries.

100 Spears will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Protection for Clients only protects Client from the obligation to pay for Freelancer’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the Work Diaries. If Client has requested that the Freelancer use functionality of the Site or third-party software that hides, blurs, or distorts images in the Work Diary, the screenshots will be deemed to be “clearly related” to the Hourly Contract requirements for purposes of the Client’s eligibility for Hourly Payment Protection. Hourly Payment Protection for Clients does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.

Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) Hourly Contracts using 100 Spears Payroll; or (3) hours billed by Freelancers who are aware of or complicit in another User’s violation of this Agreement or the Terms of Service.

DISPUTES BETWEEN CLIENT AND FREELANCER

DISPUTES INITIATED VIA THE PLATFORM

For Hourly Contracts, Client may dispute Freelancer’s hours invoiced on the Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Freelancer Services and Freelancer Fees and can no longer dispute them. Disputes handled by 100 Spears can only address the hours billed, not the quality of the Freelancer Services or the Work Product provided under Hourly Contracts. If Client disputes Freelancer’s hours invoiced in the Hourly Invoice under an Hourly Contract during the Dispute Period, Client and Freelancer are encouraged to resolve the dispute between themselves. If Client and Freelancer fail to come to a resolution, 100 Spears will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Freelancer’s instructions in these Escrow Instructions. 100 Spears’ determination of such dispute shall be final.

If Client’s payment is unsuccessful, 100 Spears will review the Weekly Invoice to determine if it qualifies for Hourly Payment Protection. If 100 Spears, in its sole discretion, determines that the Weekly Invoice qualifies for Hourly Payment Protection, it will make payment to the Freelancer to cover the Hourly Invoice on behalf of the Client. If 100 Spears makes payment on behalf of the Client, Freelancer hereby irrevocably assigns any right, title, or interest in any payment from Client to 100 Spears for the amount paid by 100 Spears.

Client may choose to approve Freelancer’s Weekly Invoice prior to the end of the Dispute Period thereby releasing payment for the Weekly Invoice. If Client releases payment to Freelancer prior to the end of the Dispute Period, Client certifies that it approves the Weekly Invoice, accepts the work, and waives any further right to dispute the work or Weekly Invoice through 100 Spears’ Dispute Assistance (defined below).

You acknowledge and agree that 100 Spears may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Freelancer. You further acknowledge and agree that 100 Spears are not and will not be a party to any dispute between a Client and Freelancer over an Hourly Invoice or Hourly Contract.

100 SPEARS DISPUTE ASSISTANCE

Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Freelancer. If Client or Freelancer contacts 100 Spears via support ticket within 30 days of the date of the last payment from Client to Freelancer and requests non-binding dispute assistance for any dispute among them (a “Dispute”), 100 Spears will attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution. 100 Spears will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.

The 100 Spears Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation.

If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.

The proposed resolution is non-binding; Client and Freelancer can choose whether to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that 100 Spears is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.

If Client or Freelancer rejects 100 Spears’ proposed, non-binding resolution then Client and/or Freelancer must pursue the Dispute independently.

100 Spears reserves the right to review the Freelancer’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct 100 Spears to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.

NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

100 Spears merely provide a platform for Internet payment services. 100 Spears 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 100 Spears 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, 100 Spears does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through 100 Spears for two years from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee; violating this Section 7 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

MAKING PAYMENTS THROUGH 100 SPEARS

You acknowledge and agree that a substantial portion of the compensation 100 Spears receives for making the Site available to you is collected through the Service Fee described in this agreement and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “100 Spears Relationship”). 100 Spears only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, you agree not to:

Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that agreed, made, or received between Users.
Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User.

You agree to notify 100 Spears immediately if a person suggests to you making or receiving payments other than through the Site in violation of this agreement or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to 100 Spears support@100 Spears.com.

You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

OPTING OUT

You may opt out of the obligations in Section with respect to each 100 Spears Relationship only if the Client or Freelancer pays 100 Spears a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each 100 Spears Relationship.

You agree that the Conversion Fee is 20% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means the highest of (a) the highest hourly rate charged by the Freelancer on any Service Contract, if any; (b) the highest hourly rate proposed by the Freelancer in any proposal, if any; or (c) the hourly rate in the Freelancer’s profile.

To inquire about or pay the Conversion Fee, send an email message to conversionfee@100 Spears.com.

You understand and agree that if 100 Spears determines in its sole discretion, that you have violated this agreement, 100 Spears may, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of 100 Spears’ employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.