Billing and Payments Policy

(subject to the oDesk Marketplace User Agreement)

For purposes of this Payments Policy, "Payment Service" means oDesk’s online service through which oDesk processes payments from Buyers to Providers utilizing the oDesk system. All other capitalized terms will have the meanings ascribed to them in the oDesk Marketplace User Agreement.

Quality of Work

Work performed in the oDesk network is performed either on an hourly basis or for a fixed price. The oDesk Tools, including the Work Diary and Time Analyze provide any oDesk Buyer with full visibility into the work performed by Providers. Buyers are encouraged and agree to utilize these tools to effectively manage the resources that have been hired on their account.

oDesk and its employees are not involved in any capacity in the management of the work. Therefore, Buyers agree there is no guarantee of the perceived quality of work by oDesk. Under hourly assignments, Buyers have no commitment to continue an assignment with a Provider and have the flexibility to scale their team up and down at any time. Buyers should end assignments with Providers if there is ever a decline or a lack of quality in the work performed. Buyers are still responsible for all approved hours worked on their account.

For Fixed Price Assignments, Buyers are not required to pay for unsatisfactorily completed work. The Buyer has total discretion over if, when, and how much to pay the Provider for all Fixed Price Assignments.

Offline Hours

For hourly assignments, in particular, oDesk encourages all work time to be logged online through the use of our proprietary oDesk Team software. All oDesk Providers should make a best effort to log all work time online. We do understand, however, that certain instances arise which prohibit time from being logged online or tasks come up which are best performed offline. In these cases, offline hours should be added to the Time Log by a Provider before Sunday at midnight GMT time for each work week. Offline time may consist of some of the following possible situations:

• Work performed without an available internet connection
• Time spent studying documentation or resource materials
• Time spent on the phone
• Time spent performing general project management
• Time spent working without access to oDesk Team servers
• Time spent working on systems that do not support oDesk Team software

oDesk highly recommends that Providers have prior written consent from the Buyers to log any offline hours for their records. Buyers can reject offline hours without any form of arbitration or mediation. Buyers need to notify oDesk of a rejection of offline time (by filing a dispute) within the specified review period of a Time Log, and oDesk will remove the offline hours from the invoice without question.

Guaranteed Payment

For hourly Assignments ONLY, oDesk believes that verified work in our work platform that is logged with the oDesk Team client application should result in guaranteed payment (restrictions apply). Guaranteed payment means that, if the Buyer does not pay for some reason, it is oDesk’s responsibility to invoice, bill, and collect payment from Buyers for the valid work performed. Please be aware that Buyers may dispute hours worked within a particular week in accordance with the oDesk Dispute Resolution Policy. oDesk reserves the right to not honor guaranteed payment under egregious circumstances.

oDesk will guarantee payment under the following conditions:

• The guaranteed amount is only equal to the usual or regular rate worked for that Provider based either on their past work history or the Provider rates for the same skill(s) in similar geographic locations
• Only a maximum of 8 hours worked per day may be claimed under the guarantee
• The Buyer's payment method must be verified (see Payment Verification below)
• The time must be logged online through the use of the oDesk Team client and be visible in the Work Diary.
• The time must include adequate work memos.
• The time must have an average activity level of above 5.
• The time must be related to the assignment.

 oDesk reserves the right NOT to guarantee payment if the following cases:

• If the provider is found to be in violation of oDesk rules or policies
• If the provider is willfully abusing the guaranteed payment system (for example - by billing time then withholding deliverables)
• If there are other egregious circumstances

Providers may also log offline hours and/or receive bonuses, adjustments, or reimbursements of approved expenses for their work. oDesk does NOT guarantee payment for this type of bill and this will be subject to receipt of payment from Buyers. This can potentially delay payments associated with offline time, bonuses and/or expense reimbursements to Providers.

Additionally, oDesk does not guarantee payment if the Provider continues working with the same Buyer after having been notified by oDesk of the suspension of the assignment. It is the Provider's responsibility to immediately contact oDesk via a Help Ticket to notify us of any attempt by the Buyer to continue working. If you choose to continue, please note it's at your own risk with no guarantee. As in all cases, should oDesk discover any fraudulent or otherwise suspicious activity on the part of the Provider, we reserve the right to cancel this policy and withhold payment of funds. We strongly encourage our Providers to use good judgment when working with Buyers and should they notice anything unusual, please contact oDesk directly.

Please note that if Buyer defaults on payment and the guarantee is enforced, payment may not necessarily be made on the next pay date.

For further clarification, or if you have any questions about a specific payment, please submit a Help Ticket.

oDesk Fees and Timing

Every time a Buyer makes a payment, 90% goes to the Provider and 10% goes to the oDesk Service Fee. The service fee is always a flat 10% of the total payment. There are no minimums or maximums on the oDesk Service Fee. For Hourly Assignments, this means the fee is 10% of the Bill Rate to the Buyer, or approximately a 11.11% markup over the Provider’s pay rate. For Bonus or Fixed Price payments, the fee is 10% of the amount the Buyer has opted to pay.

For hourly assignments, the oDesk work week begins Monday at 12:00 AM GMT and ends the following Sunday at 11:59 PM GMT. Any changes to your Time Log, including offline time, are due at 12 Noon Monday GMT of the following the close of the work week, at which time the Time Log is frozen. The Buyer's invoice is due Thursday evening 12 midnight GMT , and the Provider's earnings become available the next Wednesday. Bonus and Fixed Price payments are charged to the Buyer immediately upon submission and made available to the Provider 6 days after the Buyer's payment clears. Please see the Payment Schedule for further details.

Your time is logged by oDesk Team and recorded in your Work Diary and Time Log. Note: it is the Provider’s responsibility to maintain their Time Logs accurately.

Disputed Hours – for Hourly Assignments, ONLY

The Provider’s Time Log is frozen at 12 Noon Monday GMT. If work has been logged that the Buyer does not believe is valid, the Buyer can dispute the time up to Thursday midnight, GMT. Before filing an official dispute, the Buyer should contact the Provider to request a refund from the pending hours. Please refer to the oDesk Dispute Resolution Policy for full details.

Circumvention of oDesk Fees

As a Buyer, except pursuant to the "Buy-Out" provision set forth below, you agree to pay the oDesk Fees for all services that you receive from any Provider identified through the oDesk Marketplace or otherwise utilizing the oDesk system, whether or not you use the oDesk Payment Service or oDesk tools to track, process and pay invoices for such services. For purposes of the foregoing, the oDesk Fees will be deemed to be the greater of (i) $2500; or (ii) the applicable oDesk Fees described in the then-current version of this Billing and Payment Policy that would have been due to oDesk had oDesk processed the applicable payments to the Provider plus eighteen percent (18%).

Except pursuant to the "Buy-Out" provision set forth below, you agree not to engage in any action or activity meant to circumvent oDesk Fees. Prohibited practices include (but are not limited to) the following:

• Placing low value or placeholder bids, with unreasonably high final service charges.
• Failing to report changed bid amounts or final service prices through oDesk.
• Suggesting or soliciting Users to work outside the oDesk system.
• Submitting bids or proposals for a project posted on the oDesk Marketplace outside of the oDesk system, or otherwise contracting to provide or receive services outside of the oDesk system with Users who you have identified through the oDesk system.
• Reporting on the oDesk Marketplace a project amount different than that agreed between Buyer and Provider.

Violation of these guidelines may result in suspension or termination of your account. If you are aware of a potential violation, please submit a Help Ticket to report the inappropriate behavior.

Buy Out

Notwithstanding the provisions set forth above, Users may agree to provide or receive services outside of the oDesk system with Users identified through the oDesk system, and payments for such services will not be subject to the oDesk Fees, provided that the Buyer of such services pays oDesk a "Buy-Out" fee in accordance with the procedure set forth below:

• Prior to contracting to receive services from a User identified through the oDesk system, the Buyer will notify oDesk in writing of its intent to pay the Buy-Out fee in lieu of using the oDesk Payment Service and paying the oDesk Fees.
• Together with such notice, the Buyer will provide a good faith estimate of the then anticipated amount to be paid to the Provider for such services during the fifty-two week period immediately following the date of such notice.
• Together with such notice, the Buyer will pay or authorize oDesk to deduct from its account the greater of (i) fifteen percent (15%) of the good faith estimate described above; (ii) fifty-two (52) times the "Average Weekly oDesk Fees" (as defined below); or (iii) five hundred dollars ($500). For purposes of the foregoing, the "Average Weekly oDesk Fees" means the average weekly amount of oDesk Fees that became due to oDesk based upon work performed for Buyer by the applicable Provider over the four (4) weeks immediately preceding the buy-out notice described above, not counting any weeks in which no oDesk Fees became due.

Credit Card Verification

Buyers must complete the credit card verification process for all credit and debit cards used for the purpose of paying Providers. Payments received from unverified credit cards cannot be released to Providers and, thus, are not guaranteed per our Guaranteed Payment Policy. Failure to complete the verification process may result in suspension or termination of your account.

For new Buyers who use a credit or debit card to pay their oDesk invoice, oDesk reserves the right to charge the card on file outside the normal billing cycle.

Legal Relationship

oDesk provides the Payment Service and requires you to use it to make all payments to oDesk and to make payments to and accept payments from other Users in the purchase and sale of Services through the oDesk Marketplace. Solely for purposes of the Payment Service, and not for any other Services available through the oDesk Marketplace, oDesk acts as your agent. However, you understand and agree that oDesk will not hold funds delivered as payments to oDesk from Users for the purchase and sale of Services through the oDesk Marketplace in a separate account, but may commingle and deposit such funds with other funds to be paid to other Users and with funds of oDesk. In addition, you understand that such commingled funds could be used to pay other Users and by oDesk for general corporate purposes or otherwise, provided that oDesk will remain contractually obligated to make payment to you, as a Service Provider, for any purchases and sales of Services provided by you through the oDesk Marketplace. To the extent oDesk is obligated to make payment to you as a Service Provider, in accordance with the Marketplace Agreement and Billing and Payment Policy, you will be an unsecured creditor of oDesk.

You acknowledge that: (1) oDesk is not a bank or other licensed financial institution; (2) the amounts shown as on deposit in a User account are not segregated into a separate account but represent unsecured obligations of oDesk to the User with respect to the purchase and sale of Services through the oDesk Marketplace; (3) oDesk is not acting as a trustee or fiduciary with respect to such funds or payments, but is acting only as an agent and (4) AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. In addition, your account will not constitute an escrow. By initiating and sending payments through the payment Service, you appoint oDesk as your agent to obtain the funds and hold on your behalf and to transfer such funds to the Service Provider or Buyer for Services, subject to foregoing and the other terms and conditions of this Billing and Payments Policy. Each Service Provider must properly discharge and credit its Buyer for all payments oDesk receives through the Payment Service from such Buyers.

Payment Processor

oDesk acts as a payment processor by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. oDesk does not have any control over the Provider Services purchased or sold with the Payment Service, nor whether a Buyer or Provider you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute oDesk your agent with respect to any Provider Services purchased and sold by Users through the oDesk Marketplace.

Interest

You agree that you will not receive interest, fees or other earnings on the funds delivered to oDesk through the Payment Service reflected your account or those funds that oDesk otherwise handles as your agent. oDesk may earn and retain interest or other earnings on those funds, and/or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in reflected in accounts. In addition, you agree that oDesk may use those funds for its own corporate purposes from time to time, with its sole contractual obligation to pay amounts due to Service Providers and Buyers related to the Services for which the payments were received.

Paying for Services Using the Payment Service

Except pursuant to the "Buy-Out" provision set forth above, to pay a Provider, you must use the Payment Service and you must follow the instructions and Payment Service links on the oDesk Marketplace and provide the information requested. Unless you have a balance in your account, oDesk will charge your credit card or bank account for the necessary amount. By providing us with your credit card and/or bank account information, you authorize us to charge such credit card or bank account for the amounts stated on the applicable Payment Service Web page. When you instruct oDesk to pay a Provider using the Payment Service, such instruction constitutes an irrevocable instruction to oDesk to pay the Service Provider. Once oDesk has paid funds to the Service Provider, oDesk may not be entitled to demand return of the funds. You therefore agree, as a condition of using the Payment Service, NOT to ask your credit card company to charge back any amount to oDesk for any reason. In the event you do, you hereby agree to repay oDesk for such amounts, plus reasonable attorneys’ fees and costs of collection, and oDesk reserves the right to terminate Service to you in addition to all other rights available to oDesk.

Authorized Payments are Final

Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize oDesk to charge against your credit card or bank account. Such payments, once authorized, ARE FINAL.

Charge-backs, Cancellation of Credit Card or any other Intentional Non-payment

If Buyer instructs his bank or credit card company to issue a chargeback on any payment, cancels a credit card prior to a weekly billing charge or engages in any other intentional non-payment, it will be deemed a payment made in bad faith and a violation of the contract. All projects will be frozen, refunded, or dealt with in a manner oDesk deems appropriate.

Additionally, Buyer agrees that oDesk may pursue whatever legal means become necessary to secure repayment of the entire amount of the bad faith payment from the Buyer, including by offsetting any amounts due against any amounts held by oDesk in any Buyer account or that become due to Buyer from any other User. Buyer agrees to pay all oDesk costs in securing such payment, including collection agency costs and reasonable attorneys’ fees.

Currency

The Payment Service operates in US Dollars and therefore oDesk is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is oDesk responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or ACH to and from your account.

Hold on Account Funds

oDesk will make funds deposited in your account generally available for you to use or withdraw. oDesk reserves the right, at its sole discretion, to place a hold on funds for Buyer payments to clear, or if oDesk suspects monies may be subject to charge back or if fraud is suspected. oDesk will release a hold as soon as deemed appropriate.

Agreement to Pay

If, for any reason, oDesk does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other payment method provided by oDesk, you agree to pay such amount immediately upon demand by oDesk. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by oDesk in collecting from you the authorized but unpaid amount. In such case, oDesk may, at its option, stop processing any further payments made by you and apply any amounts then held by oDesk on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other oDesk Service, including by offsetting any amounts due against any amounts held by oDesk in any Buyer account or that become due to Buyer from any other User. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Disputes Between Buyers and Providers

Any disputes in connection with Services provided by Providers or payments made by Buyers remain between such Buyers and Providers. By using the Payment Service, you acknowledge that oDesk will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. oDesk may, at its sole discretion, but shall not be required to, withhold or delay payment in the event of dispute between a Buyer and a Provider.